SC 13E3

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

UROVANT SCIENCES LTD.

(Name of the Issuer)

 

 

UROVANT SCIENCES LTD.

TITAN LTD.

SUMITOVANT BIOPHARMA LTD.

SUMITOMO DAINIPPON PHARMA CO., LTD.

(Names of Person(s) Filing Statement)

Common Shares, $0.000037453 Par Value Per Share

(Title of Class of Securities)

G9381B108

(CUSIP Number of Class of Securities)

 

Tsutomu Nakagawa

Senior Director, Global Corporate Strategy

Sumitomo Dainippon Pharma Co., Ltd.

6-8, Doshomachi 2—chome,

Chuo-ku, Osaka 541-0045, Japan

+81.3.5159.3300

 

Bryan Smith

Urovant Sciences Ltd.

5281 California Ave., Suite #100

Irvine, CA 92671

+1.949.652.6852

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

 

Jonn R. Beeson

Jones Day

3161 Michelson Drive

Suite 800

Irvine, California 92612-4408

+1.949.553.7528

 

Mark D. Peterson

O’Melveny & Myers LLP

610 Newport Center Drive, 17th Floor

Newport Beach, California 92660

+1.949.823.6971

 

 

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.

    The filing of a registration statement under the Securities Act of 1933.

c.

    A tender offer.

d.

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

 

Transaction valuation*   Amount of filing fee**
   
$216,694,015.15   $23,641.32

 

*

Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 11,452,949 common shares of Urovant Sciences Ltd. (“Common Shares”) and $16.25, which is the per share merger consideration payable as described in this Schedule 13E-3, (b) the product of (i) 3,005,789 Urovant common shares issuable upon exercise of options and warrants to purchase Common Shares and (ii) the difference between the per share merger consideration and the weighted average exercise price of such options and warrants of $8.07, and (c) the product of (i) 845,732 Common Shares underlying issued and outstanding stock appreciation rights and (ii) the difference between the per share merger consideration and the strike price of such stock appreciation rights of $9.16, in each case as of December 22, 2020.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001091.

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $23,641.32    Filing Party: Urovant Sciences Ltd.
Form or Registration No.: Schedule 14A    Date Filed: December 29, 2020

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 


Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Urovant Sciences Ltd., a Bermuda exempted company (the “Company”); (ii) Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”); (iii) Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo Dainippon”); and (iv) Titan Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”) (collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of November 12, 2020 (as it may be amended from time to time, the “Merger Agreement”), and a related Statutory Merger Agreement (the “Statutory Merger Agreement”), by and among Parent, Merger Sub, the Company and, solely with respect to Section 9.13 of the Merger Agreement, Sumitomo Dainippon. Pursuant to the Merger Agreement and the Statutory Merger Agreement, upon the satisfaction or waiver of the conditions set forth in the Merger Agreement and the Statutory Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, and upon the satisfaction or waiver of the conditions set forth in the Merger Agreement and the Statutory Merger Agreement, holders of common shares of the Company, par value $0.000037453 per share (each, a “Common Share”), that are issued and outstanding at the effective time of the Merger (other than Common Shares held by (i) holders who are entitled to and properly demand appraisal of their Common Shares pursuant to the Companies Act of 1981 of Bermuda, as amended (the “Bermuda Companies Act”), (ii) Parent, or (ii) the Company (or its wholly owned subsidiaries)) will be entitled to receive $16.25, in cash, without interest and less any required withholding taxes (the “per share merger consideration”), for each Common Share held. The proposed Merger is a “going-private” transaction under the rules of the SEC. Approximately 70.6% of the combined voting power of the outstanding Common Shares is owned by Parent and its affiliates. Upon completion of the Merger, the Common Shares will no longer be publicly traded, and shareholders (other than Parent) will cease to have any ownership interest in the Company.

The board of directors of the Company (the “Board”) formed a committee (the “Special Committee”) consisting solely of independent and disinterested directors of the Company to, among other things, (i) determine whether to pursue a strategic transaction, including the proposed Merger, (ii) consider and negotiate the terms of any such transaction, and (iii) if deemed advisable to the Special Committee, approve and adopt any such transaction (as described more fully in this Schedule 13E-3 and the Proxy Statement (as defined below)). Pursuant to the authority delegated by the Board, the Special Committee has unanimously (a) determined that the per share merger consideration constitutes fair value for each Common Share in accordance with the Bermuda Companies Act, (b) determined that the terms of the Merger Agreement, the Statutory Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement are fair to and in the best interests of the Company and its shareholders (including unaffiliated security holders), (c) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Statutory Merger Agreement, the Merger, and other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement by the Company, and (d) recommended that, subject to the terms of the Merger Agreement, the Company’s shareholders vote in favor of the adoption and approval of the Merger Agreement and the Statutory Merger agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement.

Consummation of the Merger is subject to certain customary conditions, including without limitation the adoption and approval of the Merger Agreement, the Statutory Merger Agreement, the Merger and the transactions contemplated thereby by the affirmative votes of the holders of (i) at least 66 23% of the issued and outstanding Common Shares entitled to vote on such matter and voting at the special general meeting of the Company’s shareholders, and (ii) at least a majority of the outstanding Common Shares that are not held by Parent or its affiliates.

Parent has agreed to vote all Common Shares held by it in favor of the adoption and approval of the Merger Agreement, the Statutory Merger Agreement, the Merger and the transactions contemplated thereby pursuant to a voting and support agreement (the “Voting and Support Agreement”) that was entered into between the Company and Parent concurrently with the execution of the Merger Agreement.


Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Special Committee is soliciting proxies from shareholders of the Company in connection with the Merger Agreement. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

Item 2. Subject Company Information

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:

Urovant Sciences Ltd.

Suite 1, 3rd Floor

11-12 St. James’s Square

London SW1Y 4LB, United Kingdom

+44 (0)207 400-3347

(b) Securities. The class of securities to which this Transaction Statement relates is the Company’s common shares, par value $0.000037453 per share, of which 32,506,282 shares were issued and outstanding as of December 22, 2020.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding Urovant Sciences Ltd.-Market Price of Urovant Common Shares

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Urovant Sciences Ltd.-Dividends”

“The Merger Agreement-Conduct of Business Pending the Merger”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Important Information Regarding Urovant Sciences Ltd.-Prior Public Offerings


(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Important Information Regarding Urovant Sciences Ltd.-Transactions in Urovant Common Shares by Controlling Purchaser

Important Information Regarding Urovant Sciences Ltd.-Issuer Purchases of Equity Securities”

“Special Factors-Background to the Merger”

On December 27, 2019, in connection with a definitive transaction agreement entered into on October 31, 2019 by Sumitomo Dainippon, Sumitovant, Roivant Sciences Ltd. (“Roivant”), and certain other parties, Roivant contributed all of the 22,860,013 Urovant common shares it held to Sumitovant. Because Sumitomo Dainippon’s acquisition of the Urovant common shares owned by Roivant was only one component of the transaction contemplated by the Roivant transaction agreement, the parties thereto agreed to not indicate or assign a specific consideration amount with respect to Sumitomo Dainippon’s acquisition of the Urovant common shares from Roivant. The closing price of Urovant’s common shares on December 27, 2019 was $13.33 per share.

Item 3. Identity and Background of Filing Person

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Important Information Regarding Urovant Sciences Ltd.”

“Important Information Regarding the Controlling Purchaser”

“The Parties to the Merger”

The information set forth in “Schedule A—Certain Information Concerning the Directors and Executive Officers of Sumitomo Chemical Co., Ltd.” attached hereto is incorporated herein by reference.

Item 4. Terms of the Transaction

(a) (1) Tender Offers. Not applicable.

(a) (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

“The Merger Agreement-The Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

“The Merger Agreement-Treatment of Company Equity Awards”

“The Merger Agreement-Payment for Urovant Common Shares and Equity Awards”

“The Merger Agreement-Other Covenants and Agreements”

“The Merger Agreement-Conditions to the Merger”

“The Special General Meeting-Required Vote”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Certain Effects of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Special Factors-Anticipated Accounting Treatment of the Merger”

“Special Factors-Material U.S. Federal Income Tax Consequences of the Merger”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”


“Special Factors-Certain Effects of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Appraisal Rights”

“Questions and Answers about the Special General Meeting and the Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

“Rights of Appraisal”

Annex C: Bermuda Law Appraisal Sections

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Provisions for Unaffiliated Shareholders

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) (1)-(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors-Background of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Voting and Support Agreement”

“Important Information Regarding Urovant Sciences Ltd.-Transactions in Urovant Common Shares by Controlling Purchaser”

“Important Information Regarding Urovant Sciences Ltd.-Transactions Between Urovant and the Controlling Purchaser”

(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Voting and Support Agreement”

“The Merger Agreement”

Annex A: Merger Agreement

Voting and Support Agreement is attached hereto as Exhibit (d)(2) and is incorporated herein by reference.


(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors-Certain Effects of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Voting and Support Agreement”

“The Special General Meeting-Required Vote”

“The Merger Agreement”

“Important Information Regarding Urovant Sciences Ltd.-Security Ownership of Management and Certain Beneficial Owners”

“Important Information Regarding Urovant Sciences Ltd.-Transactions in Urovant Common Shares by Controlling Purchaser”

“Important Information Regarding Urovant Sciences Ltd.-Transactions Between Urovant and the Controlling Purchaser”

Annex A: Merger Agreement

Voting and Support Agreement is attached hereto as Exhibit (d)(2) and is incorporated herein by reference.

Investor Rights Agreement, dated December 27, 2019, by and among Sumitomo Dainippon Pharma Co., Ltd., Urovant Sciences Ltd., and Sumitovant Biopharma Ltd. is attached hereto as Exhibit (d)(3) and is incorporated herein by reference.

Information Sharing and Cooperation Agreement, dated May 21, 2020, by and between Sumitovant Biopharma Ltd. and Urovant Sciences Ltd. is attached hereto as Exhibit (d)(4) and is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special General Meeting and the Merger”

“Special Factors-Certain Effects of the Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

“The Merger Agreement-Treatment of Company Equity Awards”

(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Plans for Urovant After the Merger”


“Special Factors-Certain Effects of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Voting and Support Agreement”

“The Special General Meeting-Required Vote”

“The Merger Agreement-The Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

“The Merger Agreement-Treatment of Company Equity Awards”

“The Merger Agreement-Other Covenants and Agreements”

“Important Information Regarding Urovant Sciences Ltd.-Dividends”

“Delisting and Deregistration of Common Shares”

Annex A: Merger Agreement

Voting and Support Agreement is attached hereto as Exhibit (d)(2) and is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Summary Term Sheet-Purposes and Reasons of the Controlling Purchaser for the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Plans for Urovant After the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Plans for Urovant After the Merger”

“Special Factors-Alternatives to the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Summary Term Sheet-Purposes and Reasons of the Controlling Purchaser for the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”


“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Plans for Urovant After the Merger”

“Special Factors-Certain Effects of the Merger”

“Special Factors-Opinion of Financial Advisor to the Special Committee”

Annex B: Opinion of Lazard

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special General Meeting and the Merger”

“Summary Term Sheet”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Plans for Urovant After the Merger”

“Special Factors-Certain Effects of the Merger”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Special Factors-Anticipated Accounting Treatment of the Merger”

“Special Factors-Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement-The Merger”

“The Merger Agreement-Effect of the Merger on the Urovant Common Shares and Merger Sub”

“The Merger Agreement-Treatment of Company Equity Awards”

Item 8. Fairness of the Transaction

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Opinion of Financial Advisor to the Special Committee”

“Summary Term Sheet-Purposes and Reasons of the Controlling Purchaser for the Merger”

“Summary Term Sheet-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Opinion of Financial Advisor to the Special Committee”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Special Factors-Projected Financial Information”

“Special Factors-Interests of Urovant’s Directors and Executive Officers in the Merger”

“Important Information Regarding Urovant Sciences Ltd.”

Annex B: Opinion of Lazard


Presentations Provided by Citigroup Global Markets Inc. to the Board of Directors of Parent on July 22, 2020, September 7, 2020, September 9, 2020, September 10, 2020 and November 5, 2020 are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5) and (c)(6), respectively, and Presentations Provided by Lazard Frères & Co. LLC to the Special Committee on October 9, 2020, November 10, 2020 and November 12, 2020 are attached hereto as Exhibits (c)(7), (c)(8) and (c)(9), respectively, and are incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Record Date and Quorum”

“Summary Term Sheet-Required Votes”

“Summary Term Sheet-Conditions to the Merger”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“The Special General Meeting-Record Date and Quorum”

“The Special General Meeting-Purpose of the Special General Meeting”

“The Special General Meeting-Required Vote”

“The Merger Agreement-Conditions to the Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Summary Term Sheet-Opinion of Financial Advisor to the Special Committee”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Opinion of Financial Advisor to the Special Committee”

Annex B: Opinion of Lazard

Presentations Provided by Lazard Frères & Co. LLC to the Special Committee on October 9, 2020, November 10, 2020 and November 12, 2020 are attached hereto as Exhibits (c)(7), (c)(8) and (c)(9), respectively, and are incorporated herein by reference.

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”


“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors-Background of the Merger”

“Special Factors-Alternatives to the Merger”

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Summary Term Sheet-Opinion of Financial Advisor to the Special Committee”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Opinion of Financial Advisor to the Special Committee”

“Special Factors-Summary of Presentations Provided by Citi”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“Where You Can Find Additional Information”

Annex B: Opinion of Lazard

Presentations Provided by Citigroup Global Markets Inc. to the Board of Directors of Parent on July 22, 2020, September 7, 2020, September 9, 2020, September 10, 2020 and November 5, 2020 are attached hereto as Exhibits (c)(2), (c)(3), (c)(4), (c)(5) and (c)(6), respectively, and Presentations Provided by Lazard Frères & Co. LLC to the Special Committee on October 9, 2020, November 10, 2020 and November 12, 2020 are attached hereto as Exhibits (c)(7), (c)(8) and (c)(9), respectively, and are incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(a)-(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Merger Agreement-Guaranty by Sumitomo Dainippon”

“Special Factors-Sources and Amounts of Funds or other Consideration; Expenses”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Termination Fee”

“Special Factors-Fees and Expenses”

“The Merger Agreement-Termination Fees and Limited Expense Reimbursement; Limitations on Liability”

(d) Borrowed Funds. Not applicable.


Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors-Certain Effects of the Merger”

“Important Information Regarding Urovant Sciences Ltd.-Security Ownership of Management and Certain Beneficial Owners”

“Important Information Regarding Urovant Sciences Ltd.-Transactions in Urovant Common Shares by Controlling Purchaser”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Voting and Support Agreement”

“Important Information Regarding Urovant Sciences Ltd.-Security Ownership of Management and Certain Beneficial Owners”

“Important Information Regarding Urovant Sciences Ltd.-Transactions in Urovant Common Shares by Controlling Purchaser”

Voting and Support Agreement is attached hereto as Exhibit (d)(2) and is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Required Votes”

“Summary Term Sheet-Voting and Support Agreement”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Voting by Company’s Directors and Executive Officers”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”

“The Special General Meeting-Required Vote”

“The Special General Meeting-Voting and Support Agreement”

“Voting and Support Agreement”

Voting and Support Agreement is attached hereto as Exhibit (d)(2) and is incorporated herein by reference.

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger”

“Special Factors-Controlling Purchaser’s Purposes and Reasons for the Merger”

“Special Factors-Position of the Controlling Purchaser as to Fairness of the Merger”


Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Urovant Sciences Ltd.-Book Value Per Share

“Where You Can Find Additional Information”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 are incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet-Opinion of Financial Advisor to the Special Committee”

“Questions and Answers about the Special General Meeting and the Merger”

“Special Factors-Background of the Merger”

“Special Factors-Opinion of Financial Advisor to the Special Committee”

“Special Factors-Fees and Expenses”

“The Special General Meeting-Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a)(1) Preliminary Proxy Statement of Urovant Sciences Ltd. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on December 29, 2020 (the “Proxy Statement”)).

(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a)(3) Letter to Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special General Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Joint Press Release of Sumitovant Biopharma Ltd. and Urovant Sciences Ltd., dated November 12, 2020 (incorporated herein by reference to Exhibit 99.1 to Urovant’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2020).

(a)(6) Press Release of Urovant Sciences Ltd., dated November 12, 2020 (incorporated herein by reference to the Exhibit 99.2 to Urovant’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2020).

(a)(7) Electronic Mail sent by Urovant Sciences Ltd.’s principal executive officer to employees of Urovant Sciences Ltd. on November 12, 2020 (incorporated by reference to the Schedule 14A filed by Urovant Sciences Ltd. with the Securities and Exchange Commission on November 13, 2020).

(a)(8) Communications distributed on Urovant Sciences Ltd.’s social media accounts on November 12, 2020 (incorporated by reference to the Schedule 14A filed by Urovant Sciences Ltd. with the Securities and Exchange Commission on November 13, 2020).

(a)(9) Communications distributed on the LinkedIn social media account for Urovant Sciences Ltd.’s principal executive officer on November 13, 2020 (incorporated by reference to the Schedule 14A filed by Urovant Sciences Ltd. with the Securities and Exchange Commission on November 16, 2020).


(a)(10) Letters from Urovant Sciences Ltd.’s management mailed to certain partners and vendors, investigators and clinicians and recruits of Urovant Sciences Ltd. beginning on November 13, 2020 (incorporated by reference to the Schedule 14A filed by Urovant Sciences Ltd. with the Securities and Exchange Commission on November 16, 2020).

(b) None.

(c)(1) Opinion of Lazard Frères & Co. LLC (incorporated herein by reference to Annex B of the Proxy Statement).

(c)(2) Presentation to the Board of Directors of Parent, dated July 22, 2020, prepared by Citigroup Global Markets Inc. for the Board of Directors of Parent.

(c)(3) Presentation to the Board of Directors of Parent, dated September 7, 2020, prepared by Citigroup Global Markets Inc. for the Board of Directors of Parent.

(c)(4) Presentation to the Board of Directors of Parent, dated September 9, 2020, prepared by Citigroup Global Markets Inc. for the Board of Directors of Parent.

(c)(5) Presentation to the Board of Directors of Parent, dated September 10, 2020, prepared by Citigroup Global Markets Inc. for the Board of Directors of Parent.

(c)(6) Presentation to the Board of Directors of Parent, dated November 5, 2020, prepared by Citigroup Global Markets Inc. for the Board of Directors of Parent.

(c)(7) Presentation to the Special Committee, dated October 9, 2020, prepared by Lazard Frères & Co. LLC for the Special Committee.

(c)(8) Presentation to the Special Committee, dated November 10, 2020, prepared by Lazard Frères & Co. LLC for the Special Committee.

(c)(9) Presentation to the Special Committee, dated November 12, 2020, prepared by Lazard Frères & Co. LLC for the Special Committee.

(d)(1) Agreement and Plan of Merger, dated as of November 12, 2020, by and among Sumitovant Biopharma Ltd., Titan Ltd., Urovant Sciences Ltd., and Sumitomo Dainippon Pharma Co., Ltd. (incorporated herein by reference to Exhibit 2.1 of Urovant’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2020).

(d)(2) Voting and Support Agreement, dated as of November 12, 2020, by and between Urovant Sciences Ltd. and Sumitovant Biopharma Ltd. (incorporated herein by reference to Exhibit 10.1 of Urovant’s Form 8-K filed with the Securities and Exchange Commission on November 13, 2020).

(d)(3) Investor Rights Agreement, dated December 27, 2019, by and among Sumitomo Dainippon Pharma Co., Ltd., Urovant Sciences Ltd., and Sumitovant Biopharma Ltd. (incorporated herein by reference to Exhibit 10.2 of Urovant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2019).

(d)(4) Information Sharing and Cooperation Agreement, dated May 21, 2020, by and between Urovant Sciences Ltd., and Sumitovant Biopharma Ltd. (incorporated herein by reference to Exhibit 10.1 of Urovant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2020).

(f) Bermuda Law Appraisal Sections (incorporated herein by reference to Annex C of the Proxy Statement).

(g) None.


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 29, 2020

SUMITOVANT BIOPHARMA LTD.

 

By:  

/s/ Marianne L. Romeo

Name:   Marianne L. Romeo
Title:   Head, Global Transactions & Risk Management


TITAN LTD.

 

By:  

/s/ Marianne L. Romeo

Name:   Marianne L. Romero
Title:   Head, Global Transactions & Risk Management


UROVANT SCIENCES LTD.

 

By:  

/s/ James Robinson

Name:   James Robinson
Title:   Principal Executive Officer


SUMITOMO DAINIPPON PHARMA CO., LTD.
By:  

/s/ Hiroshi Nomura

Name:   Hiroshi Nomura
Title:   Representative Director, President and CEO


Schedule A

Certain Information Concerning the Directors and Executive Officers of Sumitomo Chemical Co., Ltd.

Background of Sumitomo Chemical Co., Ltd.

Sumitomo Chemical Co., Ltd., organized under the laws of Japan, specializes in basic chemicals, petrochemicals, and fine chemicals such as photo-resists, pharmaceutical intermediates, and agrochemicals. It is listed on the first section of the Tokyo Stock Exchange and is a constituent of the Nikkei 225 stock index. Sumitomo Chemical Co. Ltd. has over 33,000 employees worldwide and operates in major markets, including Japan, the United States, China, the United Kingdom, and the European Union. It is the majority shareholder of Sumitomo Dainippon. Sumitomo Chemical Co., Ltd.’s principal executive offices are located at 27-1, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8260, Japan. Sumitomo Chemical Co., Ltd.’s telephone number is +81 3-5543-5142.

Directors and Executive Officers of Sumitomo Chemical Co., Ltd.

The names and material occupations, positions, offices or employment during the past five years of Sumitomo Chemical Co., Ltd.’s directors and executive officers are set forth below. Each of Sumitomo Chemical Co., Ltd.’s directors and executive officers is a citizen of Japan, except Marc Vermeire, who is a citizen of the Kingdom of Belgium. Unless otherwise stated, none of the listed persons, during the past five years, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Unless otherwise indicated, the address for each listed director or executive office is c/o Sumitomo Chemical Co., Ltd, 27-1 Shinkawa 2-chome, Chuo-ku, Tokyo 104-8260, Japan and the telephone number for each person listed below is +81 3-5543-5142.

 

Name   

Position With Sumitomo Chemical Co., Ltd.

Masakazu Tokura    Representative Director, Chairman of the Board
Keiichi Iwata    Representative Director, President
Noriaki Takeshita    Representative Director, Petrochemicals & Plastics Sector
Masaki Matsui    Representative Director, IT-related Chemicals Sector, PLED Business Planning Office, Electronic Devices Development Center
Kingo Akahori    Representative Director, Energy & Functional Materials Sector
Nobuaki Mito    Representative Director, Health & Crop Sciences Sector
Hiroshi Ueda    Director, Research Planning and Coordination, Digital and Data Science Innovation, Process & Production Technology & Safety Planning, Production & Safety Fundamental Technology Center, Intellectual Property, Responsible Care, Industrial Technology & Research Laboratory, Environmental Health Science Laboratory, Advanced Materials Development Laboratory, Bioscience Research Laboratory
Hiroshi Niinuma    Director, General Affairs, Legal, Sustainability, Internal Control and Audit, Human Resources, Osaka Office Administration, Corporate Communications, Procurement, Logistics
Takashi Shigemori    Director, Corporate Planning, IT Innovation
Koichi Ikeda    Outside Director
Hiroshi Tomono    Outside Director
Motoshige Itoh    Outside Director
Atsuko Muraki    Outside Director
Marc Vermeire    Managing Executive Officer, Sumitomo Chemical Europ S.A./N.V., Sumitomo Chemical Agro Europe S.A.S.
Keiichi Sakata    Managing Executive Officer, Corporate Planning Dept.
Motoyuki Sakai    Managing Executive Officer, Sumitomo Chemical Asia Pte Ltd
Yoshiaki Oda    Managing Executive Officer, Corporate Planning Dept., Intellectual Property Dept.


Soji Sakamoto    Managing Executive Officer, Basic Materials Div., Industrial Chemicals Div., Resin-related Business Development Dept., Polyolefins Div., Automotive Materials Div.
Yoshihiro Miyoshi    Managing Executive Officer, Digital and Data Science Innovation Dept., Process & Production Technology & Safety Planning Dept., Production & Safety Fundamental Technology Center, Responsible Care Dept.
Seiji Takeuchi    Managing Executive Officer, Planning & Coordination Office, Petrochemicals & Plastics Sector, Responsible Care Dept., Petrochemicals & Plastics Sector, PetroChemicals Research Laboratory
Naoyuki Inoue    Managing Executive Officer, Rabigh Refining and Petrochemical Company
Yasuaki Sasaki    Managing Executive Officer, Inorganic Materials Div., Advanced Polymers Div.
Keigo Sasaki    Managing Executive Officer, Accounting, Finance, Corporate Communications Dept.
Kenji Ohno    Managing Executive Officer, General Affairs Dept., Legal Dept., Sustainability Dept., Internal Control and Audit Dept.

Masakazu Tokura has served as Chairman of the Board of Sumitomo Chemical Co., Ltd. since April 2019. He was president of Sumitomo Chemical Co., Ltd. from April 2015 to April 2019. From April 2014 until April 2015, he served as chief operating officer and has served as a Representative Director on the Board since June 2008.

Keiichi Iwata has served as President of Sumitomo Chemical Co., Ltd. since April 2019 and a Representative Director on the Board since June 2018. From June 2018 until April 2019, he served as Senior Managing Executive Officer managing the Business Planning and Administration Department. From April 2013 until June 2018, he served as a Managing Executive Officer.

Noriaka Takeshita has served as Senior Managing Executive Officer supervising the Petrochemicals & Plastics Sector at Sumitomo Chemical Co., Ltd. since April 2018. He has been a Representative Director on the Board since June 2017. From April 2013 until April 2018, he served as Managing Executive Officer supervising the Business Planning & Administration Department, Production Planning and Administration Department, and Human Resources. In addition, Mr. Takeshita has served as deputy chairperson of the board of directors of Rabigh Refining & Petrochemical Company since 2016.

Masaki Matsui has served as Managing Executive Officer at Sumitomo Chemical Co., Ltd. supervising the IT-related Chemicals Sector, PLED Business Planning, and Electronic Devices Development Center since June 2019. He has been a Representative Director on the Board since April 2017. Mr. Matsui has been an officer at Sumitomo Chemical Co., since April 2013, working in business planning and administration and sales and marketing.

Kingo Akahori has served as Managing Executive Officer supervising the Energy & Functional Materials Sector and a Representative Director on the Board of Sumitomo Chemical Co., Ltd. since June 2019. From April 2018 to June 2019, he also served as a Managing Executive Officer at Sumitomo Chemical Co., Ltd.. From April 2015 to April 2018, he held various roles as an officer at Sumitomo Chemical Co., Ltd. working in research and development, sales and marketing, and business planning and administration.

Nobuaki Mito currently serves as Managing Executive Officer and Representative Director on the Board of Sumitomo Chemical Co., Ltd. Since April 2019, he has been the officer in charge of the Planning and Coordination Office and the various business divisions in the Health and Crop Sciences Sector. From April 2015 until April 2019, he was an executive officer managing the Business Planning and Administration Department and the Intellectual Property Department, and has worked on creation of next-generation business and the formulation and promotion of IP strategies. Mr. Mito also serves currently as Chairman of Valent U.S.A. LLC, a wholly owned subsidiary of Sumitomo Chemical Co., Ltd. specializing in technological solutions for crop production and pest management, and Chairman of Valent BioSciences LLC, a company specializing in research, development, and commercialization of biorational pesticide products. The principal business address of Valent U.S.A. LLC is 4600 Norris Canyon Road, San Ramon, CA 94583 and the principal business address of Valent BioSciences LLC is 1910 Innovation Way, Suite 100, Libertyville, Illinois 60048.

Hiroshi Ueda has served as Executive Vice President of Sumitomo Chemical Co., Ltd. since April 2019 and supervises Research Planning and Coordination, Digital and Data Science Innovation, Process and Production Technology and Safety Planning, Intellectual Property, Responsible Care, the Production & Safety Fundamental Technology Center, the Industrial Technology & research Laboratory, the Environmental Health Science Laboratory, the Advanced Materials Development Laboratory, and the Bioscience Research Laboratory. Mr. Ueda has served as a Representative Director of the Board since June 2016. From April 2011 to June 2018, Mr. Ueda served as a Managing Executive Officer at Sumitomo Chemical Co., Ltd. and was responsible for Research and Development, Production, and Business Planning and Administration.

 


Hirohi Niinuma has served as Senior Managing Executive Officer of Sumitomo Chemical Co., Ltd. since April 2018 and supervises General Affairs, Legal Matters, Sustainability, Internal Control and Audit, Human Resources, Osaka Office Administration, Corporate Communications, Procurement, and Logistics. He has served as a Representative Director on the Board since June 2018. Prior to his senior role, he served as Managing Executive Officer from April 2013 to April 2018, supervising the Human Resources Department and General Affairs Department. In addition, Mr. Niinuma has served as a member of the board of directors of Sumitomo Seika Chemicals Co., Ltd, a chemical manufacturing company headquartered in Japan, since June 2017. The principal business address of Sumitomo Seika Chemicals Co., Ltd is 5-33 Kitahama 4-chome, Chuo-ku, Osaka 541-0041, Japan.

Takashi Shigemori has served as Senior Managing Executive Officer since April 2019 and supervises Corporate Business Development, Corporate Planning, IT Innovation, Accounting, and Finance. He has been a Board member since June 2019. Mr. Shigemori was a Managing Executive Officer at Sumitomo Chemical Co., Ltd. from April 2016 to April 2019 and an officer at Sumitomo Chemical Co., Ltd. from April 2012 to April 2016.

Koichi Ikeda has served as an Outside Director on the Board of Sumitomo Chemical Co., Ltd. since June 2015. He has been an Advisor at Asahi Group Holdings, Ltd. since July 2011. Mr. Ikeda was a Representative Director and Chairman and CEO at Asahi Breweries, Ltd. from March 2006 to March 2010. The principal business address of Asahi Group Holdings, Ltd. is 1-23-1 Azumabashi, Sumida-Ku, Tokyo 130-8602, Japan.

Hiroshi Tomono has served as an Outside Director on the Board of Sumitomo Chemical Co., Ltd. since June 2015. He has served as a member of the board of directors of Kansai Electric Power Company, Inc., an electric utility distributing electricity to the Kansai region of Japan, since June 2020, a member of the board of directors of Japan Nuclear Fuel Limited since June 2016 and an Advisor at Nippon Steel Corporation since June 2015. The principal business address of Kansai Electric Power Company, Inc. is 3-6-16 Nakanoshima Kita-Ku Osaka, 530-8270, Japan. The principal business address of Japan Nuclear Fuel Limited is 4-108 Aza Okitsuke Oaza Obuchi, Rokkasho, Kamikita-Gun, Aomori Prefecture 039-3212, Japan. The principal business address of Nippon Steel Corporation is 2-6-1 Marunouchi, Chiyoda-ku, Tokyo 100-8071, Japan.

Motoshige Itoh has served as an Outside Director on the Board of Sumitomo Chemical Co., Ltd. since June 2018. He also currently serves as a member of the board of directors of East Japan Railway Company, a major passenger railway company in Japan, as a member of the board of directors of The Shizuoka Bank, Ltd, a Japanese regional bank headquartered in Shizuoka, and as an Outside Corporate Auditor at Hagoromo Foods Corporation, a Japanese food manufacturing company. Mr. Itoh is an academic by trade and has served as a professor at Gakushuin University from April 2016 to the present date. He was a dean of Graduate School of Economics and Faculty of Economics at the University of Tokyo from October 2007 to March 2016. The principal business address of East Japan Railway Company is 2-2-2 Yoyogi Shibuya-Ku, Tokyo 151-8578, Japan. The principal business address of The Shizuoka Bank, Ltd is 1-10 Gofukucho Aoi-Ku Shizuoka-shi, Shizuoka 420-8760, Japan. The principal business address of Hagoromo Foods Corporation is 11-1, Minamicho, Suruga-ku, Shizuoka-shi, Shizuoka 422-8067, Japan.

Atsuko Muraki has served as an Outside Director on the Board of Sumitomo Chemical Co., Ltd. since June 2018. She has also served as a member of the board of directors of Sompo Holdings, Inc., a Japanese insurance holdings company, since 2019. In addition, since June 2016, she has served as a member of the board of directors of ITOCHU Corporation, a Japanese general trading company specializing in textiles, metals and minerals, food, machinery, energy and chemicals, and real estate. From July 2013 until October 2015, she served as Vice Minister of Health, Labour and Welfare. The principal business address of Sompo Holdings, Inc. is 26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo 160-8338, Japan. The principal business address of ITOCHU Corporation is 1-3, Umeda 3-chome, Kita-ku, Osaka, 530-8448, Japan. The principal business address of the Ministry of Health Labour and Welfare is 1-2-2 Kasumigaseki Chiyoda-ku, Tokyo 100-8916, Japan.


Marc Vermeire has served as Managing Executive Officer managing Sumitomo Chemical Europe S.A./N.V. and Sumitomo Chemical Agro Europe S.A.S. since April 2020. From April 2016 to April 2020, Mr. Vermeire served as an Executive Officer with Sumitomo Chemical Europe on a special mission related to the Corporate Business Development Department and the Corporate Planning Department. From April 2015 to April 2016, he served as Executive Officer with Sumitomo Chemical Europe on a special mission related to the Corporate Planning & Coordination Office.

Keiichi Sakata has served as Managing Executive Officer managing the Corporate Planning Department since April 2020. From June 2019 to April 2020, Mr. Sakata served as an Auditor with Shinto Paint Co., Ltd., a chemical manufacturing company. From April 2019 to June 2019, Mr. Sakata served as Managing Executive Officer at Sumitomo Chemical Co., Ltd., responsible for the Corporate Planning Department and the IT Innovation Department. From April 2018 to April 2019, Mr. Sakata served as Managing Executive Officer, Health & Crop Sciences Sector – Planning & Coordination Office, AgroSolutions Division –International, and Animal Nutrition Division. From April 2016 to April 2018, Mr. Sakata served as Executive Officer, Health & Crop Sciences Sector – Planning & Coordination Office and Agro Solutions Division – International. From April 2014 to April 2016, Mr. Sakata served as Executive Officer, Health & Crop Sciences Sector – Planning & Coordination Office and Animal Nutrition Division. The principal business address of Shinto Paint Co., Ltd. is 10-73, Minamitsukaguchi-cho 6-Chome, Amagasaki-shi, Hyogo 661-8511, Japan.

Motoyuki Sakai has served as Managing Executive Officer managing Sumitomo Chemical Asia Pte Ltd since April 2018. From April 2017 to April 2018, he served as Executive Officer, Energy & Functional Materials Sector – Planning & Coordination Office. From April 2016 to April 2017, Mr. Sakai served as Executive Officer, Corporate Planning Dept. and Energy & Functional Materials Sector – Planning & Coordination Office. From April 2014 to March 2016, Mr. Sakai served as Executive Officer, Corporate Planning & Coordination Office, responsible for Business Development, Corporate Development, IT Management, and Corporate Planning; and as General Manager, Corporate Planning & Coordination Office, responsible for Business Development.

Yoshiaki Oda has served as Managing Executive Officer managing the Corporate Planning Department and Intellectual Property Department since April 2019. From March 2019 to April 2019, Mr. Oda served as External Director, Bonac Corporation, a pharmaceutical company. From April 2019 to March 2019, Mr. Oda served as Managing Executive Officer responsible for Research Planning and Coordination Department, Industrial Technology & Research Laboratory, and Advanced Materials Development Laboratory. From April 2017 to April 2018, Mr. Oda served as Executive Officer, Research Planning and Coordination Department and Advanced Materials Development Laboratory; and also as General Manager, Research Planning and Coordination Department. From April 2016 to April 2017, Mr. Oda served as Executive Officer, Research Planning and Coordination Dept. and Advanced Materials Development Laboratory; and as General Manager, Advanced Materials Research Laboratory. From April 2015 to April 2016, Mr. Oda served as Executive Officer supervising Technology, Research & Development in the Corporate Planning & Coordination Office, the Tsukuba Material Development Laboratory, and the Advanced Materials Research Laboratory; and as General Manager, Tsukuba Material Development Laboratory and Advanced Materials Research Laboratory. The principal business address of Bonac Corporation is Fukuoka Bio Factory, 1488-4 Aikawa, Kurume Fukuoka 839-0861, Japan.

Soji Sakamoto has served as Managing Executive Officer managing the Basic Materials Division, Industrial Chemicals Division, Resin-related Business Development Department, Polyolefins Division, and Automotive Materials Division since April 2019. From April 2018 to April 2019, Mr. Sakamoto served as Managing Executive Officer, Basic Materials Div., Industrial Chemicals Div., Resin-related Business Development Dept., Polyolefins Div., Automotive Materials Div., and Methacrylates Div. Mr. Sakamoto has served as a member of the board of directors of Japan Exlan Co., Ltd, a chemical manufacturing company, since April 2018. From April 2017 to April 2018, Mr. Sakamoto served as Executive Officer, Resin-related Business Development Dept., Polyolefins Div., Automotive Materials Div., and Methacrylates Div. From April 2017 to March 2019, Mr. Sakamoto served as General Manager, Methacrylates Div. From April 2016 to April 2017, Mr. Sakamoto served as Executive Officer, Petrochemicals & Plastics Sector – Resin-related Business Development Dept., Polyolefins Div., and Methacrylates Div. Mr. Sakamoto has served as Auditor of Shindai-Ichi Vinyl Corporation, a chemical manufacturing company, since April 2016. Mr. Sakamoto has also served as Director, LG MMA Corp, a chemical manufacturing company, since April 2016. From April 2013 to March 2016, Mr. Sakamoto was on loan to Sumitomo Chemical Asia Pte Ltd. The principal business address of Sumitomo Chemical Asia Pte Ltd. is 3 Fraser Street, #07-28 DUO Tower, Singapore 189352.


The principal business address of LG MMA Corp. is 23F LG Seoul Station Building, 98, Huam-ro, Jung-gu, Seoul, Korea. The principal business address of Shindai-Ichi Vinyl Corporation is 10-2, Nishishinbashi 1-chome, Minato-ku, Tokyo 105-0003, Japan. The principal business address of Japan Exlan Co., Ltd. is Toyobo Bldg. 6F, 2-2-8 Dojimahama, Kita-ku, Osaka 530-0004, Japan.

Yoshihiro Miyoshi has served as Managing Executive Officer managing the Digital and Data Science Innovation Department, Process & Production Technology and Safety Planning Department, Production & Safety Fundamental Technology Center, and Responsible Care Department since April 2019. From April 2017 to April 2019, Mr. Miyoshi served as Executive Officer, Chiba Works and Petrochemicals Research Laboratory. From June 2014 to April 2017, Mr. Miyoshi served as Associate Officer and from June 2014 to March 2019 as General Manager, Chiba Works.

Seiji Takeuchi has served as Managing Executive Officer managing the Planning & Coordination Office, Petrochemicals & Plastics Sector, Responsible Care Department, and Petro Chemicals Research Laboratory since April 2020. From July 2018 to April 2020, Mr. Takeuchi served as Director, Rabigh Refining and Petrochemical Company, a hydrocarbon and petrochemical production company. From April 2016 to July 2018, Mr. Takeuchi served as Executive Officer, Rabigh Refining and Petrochemical Company. From April 2015 to April 2016, Mr. Takeuchi served as Associate Officer, General Manager, Planning & Coordination Office and Petrochemicals & Plastics Sector. The principal business address of Rabigh Refining and Petrochemical Company is Petrorabigh Bld 200, PO Box 101 Rabigh 21911, Kingdom of Saudi Arabia.

Naoyuki Inoue has served as Managing Executive Officer managing the Rabigh Refining and Petrochemical Company since April 2020. From April 2016 to April 2020, Mr. Inoue served as Executive Officer, Rabigh Refining and Petrochemical Company. From April 2011 to March 2016, Mr. Inoue was on loan to The Polyolefin Company (Singapore) Pte. Ltd., a polyolefin manufacturing company. The principal business address of The Polyolefin Company (Singapore) Pte. Ltd. is 150 Beach Road #10-00 Gateway West Singapore 189720.

Yasuaki Sasaki has served as Managing Executive Officer managing the Inorganic Materials Division and Advanced Polymers Division since April 2020. Mr. Sasaki has served as Director, Koei Chemical Co., Ltd. a subsidiary of Sumitomo Chemical Co., Ltd., since June 2019. From April 2019 to April 2020, Mr. Sasaki served as Executive Officer, Inorganic Materials Div. and Advanced Polymers Div. From April 2018 to April 2019, Mr. Sasaki served as Executive Officer, Internal Control and Audit Dept., Human Resources Dept., and Osaka Office Administration Dept. From April 2016 to April 2018, Mr. Sasaki served as Executive Officer, Human Resources Dept. and Osaka Office Administration Dept. From June 2015 to April 2016, he served as General Manager, Human Resources Dept. The principal business address of Koei Chemical Co., Ltd. is 1-8, Nihonbashi-Koamicho, Chuo-ku, Tokyo 103-0016, Japan.

Keigo Sasaki has served as Managing Executive Officer managing Accounting, Finance, and the Corporation Communications Department since April 2020. From April 2018 to April 2020, Mr. Sasaki served as Executive Officer, Accounting Dept., Finance Dept., and Corporate Communications Dept. From April 2016 to April 2018, Mr. Sasaki served as Executive Officer, Accounting Dept. and Finance Dept. and from April 2016 to March 2018, Mr. Sasaki served as General Manager of the Accounting Dept. From April 2011 to April 2016, Mr. Sasaki served as General Manager, Finance & Accounting Office.

Kenji Ohno has served as the Managing Executive Officer managing the General Affairs Department, Legal Department, Sustainability Department, and Internal Control and Audit Department since April 2020. Mr. Ohno has served as an Auditor with Sumitomo Seisen Kabushiki Kaisha since March 2020. From April 2019 to April 2020, Mr. Ohno served as Executive Officer, General Affairs Dept., Legal Dept., CSR Dept., Internal Control and Audit Dept. From April 2016 to April 2019, Mr. Ohno served as Executive Officer, General Affairs Dept., Legal Dept., and CSR Dept.; and from April 2016 to March 2019, Mr. Ohno served as General Manager, Legal Dept. From June 2014 to April 2016, Mr. Ohno served as General Manager, Legal & Corporate General Affairs Office. The principal business address of Sumitomo Seisen Kabusiki Kaisha is 6-3, Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan.

Exhibit (c)(2)

Exhibit (c)(2)

 

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UROV Take Private Analysis Strictly Private and Confidential July 2020    Banking, Capital Markets and Advisory | Global Healthcare Group


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US$mm, unless otherwise stated Il lustrative Offer Price Per Share Takeout Price Per Share $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 Premium to 21-Jul-20 Share Price of $9.38 6.6% 27.9% 49.3% 70.6% 91.9% 113.2% Current Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 New Equity Issuance -—————- Pro-Forma Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 Fully Diluted Value of Equity (100%) $329 $403 $476 $549 $622 $696 Non-DSP Shares Outstanding 9.971 10.587 11.027 11.357 11.614 11.819 Non-DSP % Ownership 30.5% 32.4% 33.7% 34.7% 35.5% 36.2% Fully Diluted Value of Non-DSP Equity $100 $127 $154 $182 $209 $236 Value of Debt Outlay 200 200 200 200 200 200 Projected 3/31/21 Balance Sheet Cash (132) (132) (132) (132) (132) (132) Total Incremental Investment Required from DSP $168 $195 $222 $250 $277 $304 Illustrative Urovant Take-Private Analysis at March 2021 Source: FactSet, DSP and Urovant company filings. Market data as of 07/20/2020. Note: Non-DSP shares based on 30,799,340 basic shares outstanding as at June 18, 2020 per cover of 10-K filed on June 19, 2020 and 22,963,263 shares owned by DSP per Form 4 filed on February 21, 2020. Cash projected to be as of March 31, 2021. (1) Equity financing assumes 15% discount to current share price as well as 75% participation by DSP. US$mm, unless otherwise stated Illustrative Offer Price Per Share Takeout Price Per Share $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 Premium to 21-Jul-20 Share Price of $9.38 6.6% 27.9% 49.3% 70.6% 91.9% 113.2% Current Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 New Equity Issuance 25.085 25.085 25.085 25.085 25.085 25.085 Pro-Forma Fully Diluted Shares Outstanding 58.019 58.635 59.075 59.405 59.662 59.867 Fully Diluted Value of Equity (100%) $580 $704 $827 $950 $1,074 $1,197 Non-DSP Shares Outstanding 16.242 16.858 17.298 17.628 17.885 18.091 Non-DSP % Ownership 28.0% 28.8% 29.3% 29.7% 30.0% 30.2% Fully Diluted Value of Non-DSP Equity $162 $202 $242 $282 $322 $362 DSP Cash Equity Invested 150 150 150 150 150 150 Value of Debt Outlay -—————- Projected 3/31/21 Balance Sheet Cash (132) (132) (132) (132) (132) (132) Total Incremental Investment Required from DSP $180 $220 $260 $300 $340 $380 Difference $13 $25 $38 $50 $63 $75 % Increase 7.6% 12.9% 17.0% 20.2% 22.7% 24.8% $200mm Debt Financing $200mm Equity Financing(1) 1    


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US$mm, unless otherwise stated Illustrative Offer Price Per Share Takeout Price Per Share $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 Premium to 21-Jul-20 Share Price of $9.38 6.6% 27.9% 49.3% 70.6% 91.9% 113.2% Current Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 New Equity Issuance -—————- Pro-Forma Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 Fully Diluted Value of Equity (100%) $329 $403 $476 $549 $622 $696 Non-DSP Shares Outstanding 9.971 10.587 11.027 11.357 11.614 11.819 Non-DSP % Ownership 30.5% 32.4% 33.7% 34.7% 35.5% 36.2% Fully Diluted Value of Non-DSP Equity $100 $127 $154 $182 $209 $236 Value of Debt Outlay 350 350 350 350 350 350 Projected 3/31/22 Balance Sheet Cash (47) (47) (47) (47) (47) (47) Total Incremental Investment Required from DSP $403 $430 $457 $485 $512 $539 Illustrative Urovant Take-Private Analysis at March 2022 US$mm, unless otherwise stated I lustrative Offer Price Per Share Takeout Price Per Share $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 Premium to 21-Jul-20 Share Price of $9.38 6.6% 27.9% 49.3% 70.6% 91.9% 113.2% Current Fully Diluted Shares Outstanding 32.934 33.550 33.990 34.321 34.577 34.783 New Equity Issuance 40.763 40.763 40.763 40.763 40.763 40.763 Pro-Forma Fully Diluted Shares Outstanding 73.697 74.313 74.753 75.083 75.340 75.545 Fully Diluted Value of Equity (100%) $737 $892 $1,047 $1,201 $1,356 $1,511 Non-DSP Shares Outstanding 20.162 20.778 21.218 21.548 21.805 22.010 Non-DSP % Ow nership 27.4% 28.0% 28.4% 28.7% 28.9% 29.1% Fully Diluted Value of Non-DSP Equity $202 $249 $297 $345 $392 $440 DSP Cash Equity Invested 263 263 263 263 263 263 Value of Debt Outlay -—————- Projected 3/31/22 Balance Sheet Cash (47) (47) (47) (47) (47) (47) Total Incremental Investment Required from DSP $417 $465 $513 $560 $608 $656 Difference $14 $35 $55 $76 $96 $116 % Increase 3.6% 8.1% 12.1% 15.6% 18.7% 21.6% $350mm Debt Financing $350mm Equity Financing(1) Source: FactSet, DSP and Urovant company filings. Market data as of 07/20/2020. Note: Non-DSP shares based on 30,799,340 basic shares outstanding as at June 18, 2020 per cover of 10-K filed on June 19, 2020 and 22,963,263 shares owned by DSP per Form 4 filed on February 21, 2020. Cash projected to be as of March 31, 2022. (1) Initial $200mm equity financing assumes 15% discount to current share price as well as 75% participation by DSP. Subsequent $150mm financing assumes price appreciation of 20% with offer price reflecting 15% discount as well as 75% participation by DSP. 2


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IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2020 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.

 

Exhibit (c)(3)

Exhibit (c)(3)

 

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Discussion Materials Strictly Private and Confidential September 7,2020 Citigroup Global Markets Japan | Investment Banking


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Considering Privatization of a Listed Subsidiary in North America English Translation Summarized below are key considerations for DSP when examining the risks and benefits of one of its listed subsidiaries in North America    going private. DSP’s current ownership structure in the listed subsidiaries results in DSP receiving only a portion of the profits; DSP would receive 100% of the profits upon a privatization (to be financed via intercompany loan). The Costs of Privatization ï,· The cash to acquire minority shareholdings – Buyout will require financing costs which will impact DSP’s P&L following privatization ï,· Consider impact to balance sheet Potential Benefits to DSP Following Privatization Financial Benefits ï,· Synergies ï,· The difference between listed subsidiary’s standalone NPV, multiplied by minority shareholders’ ownership, and the purchase considerationï,· Increase in dividends, if applicable – Avoid an outflow of the subsidiary’s dividends to other shareholdersï,· Net income on the consolidated P&L    (retain the profits that would otherwise be non-controlling interests) – Note that if its subsidiary has a net loss, that loss would be fully recognized on DSP’s consolidated P&L ï,· Avoid dilution due to North American subsidiary’s incentive plans (e.g., stock options, etc.) – Alternative incentive plans to be discussed ï,· Reduce public company costs (e.g., IR and accounting) Non-Financial Benefits ï,· Streamlining governance – More flexibility to DSP in managing the subsidiary without any minority shareholders – No longer required to hold Board of Directors and any other meetings related to minority shareholdersï,· Enhances control over R&D expenses and budget management ï,· DSP’s enhanced ability to realize synergies with other DSP group companiesï,· Access to cash that subsidiaries hold – DSP won’t necessarily have flexibility to use subsidiary’s cash if there are minority shareholders even though the cash is included on the consolidated balance sheetï,· Subsidiaries no longer required to secure financing on their own, avoiding dilution of DSP’s equity stake – DSP will need to source and provide financing as required at the subsidiaryï,· No longer required to maintain certain disclosures related to NASDAQ listing and SEC reporting


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Assessing Financial Impact of Privatization English Translation Assuming that the financial impact to DSP from a privatization transaction would be assessed based on cash flows, it would be appropriate to analyze the difference between scenarios 2 & 3 below. 1 The standalone cash flow of the listed subsidiary * Note that the standalone cash flow only incorporates the deduction of loan repayments and interest payments between DSP and its subsidiary (DSP loan provided to the subsidiary) The difference between 1 & 2 … The amount that DSP will receive though loan repayments and interest payments 100-X% The percentage Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 that will be an    outflow to minority shareholders 2 The cash flow of status-quo DSP (DSP’s equity stake: X%) Assume DSP extends any financing until cash flows turns positive 1 2 (DSP bears 100% of losses) 100-X% 100-X% 100-X% 100-X% … 3 The consolidated cash flow of DSP pro forma for the privatization of the subsidiary Cash payment for the privatization(1) 100-X% 100-X% 100-X% 100-X% … Indicates synergies (difference between the cash flows status-quo and post privatization) Indicates loan expenses related to the transaction Note: (1) Includes privatization payment to minority shareholders and advisory expenses. Subsidiary cash will be netted when consolidating as a wholly-owned subsidiary. 2    


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Assessing Financial Impact of Privatization (Cont’d) English Translation Financial returns can be assessed via IRR and NPV analysis of company scenarios 2 & 3 below. Standalone cash flow … Loan repayments /Interest Status-quo payments between DSP and its subsidiary Initial outlay needed for privatization(1) The equivalent amount of standalone cash flow x (100-X%) Assuming … Synergies(2) 100% ownership of Interest expense on transaction related debt the subsidiary Difference Evaluate between the … IRR & NPV scenarios above Yr 0 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Note: (1) Includes privatization payment to minority shareholders and advisory expenses. Subsidiary cash will be netted when consolidating as a wholly-owned subsidiary. (2) Difference between status-quo cash flows and post privatization. 3    


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Considerations of a Cash Flow Based Approach Analysis English Translation Initial outlay needed for privatization(1) The equivalent amount … of standalone cash flow x (100-X%) Synergies(2) Interest expense on transaction related debt Yr 0 Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 ï,· Rationale for focusing on cash flow rather than dividends – Focusing on cash flow is more applicable than hypothetically assuming a dividend or other payout ratio given dividends are not typical in the biotechnology industry ï,· The above approach incorporates various measurable financial returns and costs of privatization into the investment evaluation – The difference between the subsidiary’s operations status-quo and post privatization reflects the impact of synergies – Note that the above approach doesn’t consider any reduction in accounting capitalï,§ Consider a separate evaluation of financial solvency post privatization ï,· The above approach evaluates the financial impact of privatization, rather than any evaluation of the profitability of relugolix (Myovant) / vibegron (Urovant) ï,· Subsidiary’s cash – The above approach reflects the subsidiary’s cash as a reduction in the initial outlay for privatization assuming that the cash is used for the transaction … – This also reduces the assumed interest expense on transaction related indebtednessï,· Intercompany loan from DSP to the subsidiary – Under the approach above, loan expenses and interest between DSP and its subsidiary are assumed to be repaid when arriving at standalone cash flow – Note that Enterprise Free Cash Flow (which is independent of capital structure) is standalone cash flow + intercompany loan repayments and interest payments. Whether assuming status quo or privatization, these cash flows can be used to service any intercompany loanï,· Incentive plans – Expenses related to the existing incentive plans can be considered when evaluating cash flows and returns under the approach above Note: (1) Includes privatization payment to minority shareholders and advisory expenses. Subsidiary cash will be netted when consolidating as a wholly-owned subsidiary. (2) Difference between status-quo cash flows and post privatization. 4


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IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2020 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.    

Exhibit (c)(4)

Exhibit (c)(4)

 

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Citi Banking, Capital Markets & Advisory | Global Healthcare Group September 2020 Urovant Update Materials Strictly Private and Confidential


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Key Modeling Assumptions for Illustrative Valuation `1 Key Assumptions – P&L and Cash Flows · Probability of success assumptions by year for each indication provided by DSP · Probability of success assumptions for valuation date of September 30, 2020 consistent with assumptions for June 30, 2020 presented in June 2020 – Source: “20200608 PoS update_DSP_vEng.xlsx” provided by DSP on June 9, 2020 as well as additional guidance provided by DSP on June 22, 2020 and June 29, 2020 for PoS assumptions to be applied at future valuation dates (see table below): September 30, 2020 March 31, 2021 March 31, 2022 March 31, 2023 Probability of Success Urovant – Vibegron in OAB 85% 100% 100% 100% Urovant – Vibegron in OAB-BPH 72% 72% 72% 100% · 100% PoS adjusted revenue forecasts by indication, as well as total royalties and milestones received, provided to year ended March 31, 2038 for Urovant Revenue – Source: “09.01.2020 Vibegron long range forecast.xlsx” provided by DSP on September 2, 2020 (Incl. Royalties and Milestones · Forecasts adjusted at indication-level by respective PoS in each period Received) – Weighted average product PoS applied to royalties and milestones · 100% PoS adjusted values for COGS, SG&A and R&D provided to year ended March 31, 2038 for Urovant – Source: “09.01.2020 Vibegron long range forecast.xlsx” provided by DSP on September 2, 2020 COGS, SG&A, R&D · COGS and SG&A margins are implied from 100% PoS sales and applied to PoS adjusted sales · No PoS adjustment applied to R&D D&A and Capex · Excluded as they are assumed to offset one another per guidance provided by DSP on June 6, 2020 NWC · Change in net working capital equal to 15% of change in revenue per guidance provided by DSP on June 6, 2020 1 Source: DSP; Urovant public filings.


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Key Modeling Assumptions for Illustrative Valuation (cont’d) `1 Key Assumptions – P&L, Cash Flows and Valuation · NOLs and federal R&D tax credits as at March 31, 2020 as provided by DSP and disclosed in SEC filings(1) – Source: “NOL breakdown (E) (003).xlsx” provided by DSP on June 6, 2020 Tax · Marginal tax rate of 15.4% (post full utilization of NOLs and R&D tax credits) as provided by DSP – Source: “09.01.2020 Vibegron long range forecast.xlsx” provided by DSP on September 2, 2020 · Further tax and NOL diligence to be conducted Valuation Date · Valuation shown as at September 30, 2020 and March 31, 2021 through March 31, 2027 Cash Flow Period · Financial forecasts provided by DSP from year ending March 31, 2021 to year ending March 31, 2038 for Urovant · Urovant pro-forma debt balance of $172mm(2) and cash balance of $106mm(2) as at June 30, 2020 – Source: SEC filings (10Q published in August 2020) Debt and Cash · Forecast net debt estimated based on modeled cash flows, assuming existing cash is used (no minimum cash balance) with debt drawn thereafter as required to fund the business · Discount rate updated from Citi analysis presented June 2020 Discount Rate – 13.7% – 16.2% discount rate Range o At the direction of DSP, discount rate excluding any small cap risk premium applied (10.9% to 12.9%), where noted Perp Growth · (100%), consistent with assumptions provided by DSP for Project Matterhorn · Fully diluted shares outstanding calculated dynamically (treasury stock method) based on midpoint equity valuation using valuation date of September 30, 2020 Fully Diluted Ownership – Urovant: 66.2%(3) – Source: SEC filings (Urovant Form 4 filed in February 2020) Source: DSP; Urovant public filings. (1) Urovant had $263mm in NOLs and $8mm in US R&D tax credits as at March 31, 2020 as disclosed in 10K published in June 2020. 2 (2) Pro-forma for $43mm drawdown of DSP facility in July 2020. (3) Based on valuation excluding SCRP and 22,963,263 shares owned by DSP per Form 4 filed on February 21, 2020.


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1. Urovant Illustrative Analysis


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Urovant P&L (PoS Adjusted) PoS and Cash Flows Assuming Valuation Date as of September 30, 2020 US$mm Year Ending M arch 31, 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E 2039E Revenue—PoS Adjusted Vibegron—OAB 0 29 137 288 427 525 686 738 766 795 825 856 889 923 719 144 72 36—% PoS 100.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0%—Vibegron—OAB-BPH ——5 19 23 30 32 34 35 36 37 39 40 31 6 3 2—% PoS ——72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3%—Total Revenue 0 29 137 293 445 548 716 771 800 830 861 894 928 963 750 150 75 38—Revenue Growth NM NM 114% 52% 23% 31% 8% 4% 4% 4% 4% 4% 4% (22%) (80%) (50%) (50%)—Cost of Goods Sold (0) (3) (17) (30) (36) (44) (58) (62) (65) (67) (70) (72) (75) (78) (61) (12) (6) (3)—Gross Profit 0 25 120 262 409 504 658 708 735 763 791 821 853 885 689 138 69 34—Gross Margin 91% 88% 88% 90% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92%—R&D Expense (87) (64) (39) (35) (35) (10) (10) (10) (10) (10) (10) (5) (5) (5) (5) (5) (5) (5)—% of Sales NM NM 29% 12% 8% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 3% 7% 13%—SG&A Expense(1) (105) (149) (197) (243) (277) (313) (347) (371) (324) (328) (333) (337) (341) (345) (270) (59) (19) (19)—% of Sales NM NM 144% 83% 62% 57% 48% 48% 41% 40% 39% 38% 37% 36% 36% 39% 25% 49%—EBIT (192) (188) (116) (16) 98 180 301 327 401 424 449 480 507 535 414 74 45 11—EBIT Margin NM NM NM NM 22% 33% 42% 42% 50% 51% 52% 54% 55% 56% 55% 49% 60% 29%—Tax — — ——(20) (62) (65) (69) (74) (78) (82) (64) (11) (7) (2)—Effective Tax Rate — — ——6% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15%—NOPAT (192) (188) (116) (16) 98 180 301 307 339 359 380 406 429 453 350 63 38 9—Change in NWC (0) (4) (16) (23) (23) (15) (25) (8) (4) (5) (5) (5) (5) (5) 32 90 11 11—FCFF (192) (192) (132) (39) 75 165 276 298 335 354 375 401 424 448 382 153 50 20—FCFF (Part Period / Stubbed) (2) (96) (192) (132) (39) 75 165 276 298 335 354 375 401 424 448 382 153 50 20—Source: DSP and Urovant company filings. 3 (1) Includes sales, marketing, commercial headcount, G&A, PV/MA, and royalty expenses. (2) Part period cash flows based on assumed valuation date of September 30, 2020.


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Urovant – Illustrative DCF Valuation Including Small Cap Risk Premium September 2020 Valuation March 2021 Valuation March 2022 Valuation PoS: 85% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH Discount Rate Discount Rate Discount Rate US$mm 13.7% 15.0% 16.2% 13.7% 15.0% 16.2% 13.7% 15.0% 16.2% NPV (100%) 692 592 510 998 877 778 1,363 1,238 1,135 Net Debt / (Cash)(1) 165 165 165 264 264 264 489 489 489 Fully Diluted Equity Value (100%) 528 427 345 734 613 514 874 750 646 Per Share Value $15.20 $12.31 $9.95 $20.61 $17.21 $14.43 $24.28 $20.81 $17.94 % Premium to Current 68.0% 36.0% 9.9% 127.7% 90.2% 59.4% 168.3% 130.0% 98.2% DSP Equity Stake (66.2%) 349 283 228 473 395 331 558 478 412 Remaining Equity Stake (33.8%) 178 144 117 261 218 183 317 272 234 Excluding Small Cap Risk Premium September 2020 Valuation March 2021 Valuation March 2022 Valuation PoS: 85% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH Discount Rate Discount Rate Discount Rate US$mm 10.9% 11.9% 12.9% 10.9% 11.9% 12.9% 10.9% 11.9% 12.9% NPV (100%) 960 855 761 1,317 1,193 1,080 1,686 1,561 1,447 Net Debt / (Cash)(1) 165 165 165 264 264 264 489 489 489 Fully Diluted Equity Value (100%) 795 690 596 1,053 929 816 1,197 1,072 959 Per Share Value $22.17 $19.26 $16.63 $28.95 $25.54 $22.45 $32.74 $29.33 $26.22 % Premium to Current 145.0% 112.8% 83.7% 219.9% 182.2% 148.1% 261.7% 224.1% 189.7% DSP Equity Stake (64.0%) 509 442 382 665 586 516 752 674 602 Remaining Equity Stake (36.0%) 286 248 214 388 342 301 445 399 357 Source: DSP and Urovant company filings. Note: This analysis excludes potential dilution from future financings. Valuations presented as at March 2021 and March 2022 reflect analysis at a future point in time assuming all catalysts between the current date and the future valuation date are successful and, as such, are not directly comparable to the current share price. (1) Assumes incremental change in net debt of $99mm between June 30, 2020 and September 30, 2020, incremental change in net debt of $99mm between September 30, 2020 and March 31, 4 2021, and incremental change in net debt of $225mm between March 31, 2021 and March 31, 2022.


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Urovant – Illustrative DCF Valuation Over Time (Excluding SCRP) US$mm, except per share values $75 Low Discount Rate (10.9%) Mid Discount Rate (11.9%) High Discount Rate (12.9%) 65 $61.45 $59.15 $55.14 55 $56.98 $52.51 $49.01 ) $50.04 ( $ 45 $43.25 $46.08 Value $43.35 $37.99 $40.07 $37.12 Share 35 $32.74 $34.63 Per $28.95 $31.53 $29.33 25 $22.17 $25.54 $26.22 $22.45 $19.26 15 $16.63 Current Share Price Discount To: Low Discount Rate Value: (59.2%) Current Share Price: $9.05 Mid Discount Rate Value: (53.0%) High Discount Rate Value: (45.6%) 5 Sep-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-26 Mar-27 Illustrative Valuation Dates At Midpoint Valuation NP V (10 0 %) $855 $1,193 $1,561 $1,930 $2,203 $2,365 $2,438 $2,380 Net Debt / (Cash) 165 264 489 657 724 658 487 177 FD Equity V a lue (10 0 %) $690 $929 $1,072 $1,273 $1,480 $1,707 $1,951 $2,203 P e r S ha re V a lue $19.26 $25.54 $29.33 $34.63 $40.07 $46.08 $52.51 $59.15 Source: DSP and Urovant company filings. 5 Note: This analysis excludes potential dilution from future financings. Valuations reflect analysis at a future point in time assuming all catalysts between the current date and the future valuation date are successful and, as such, are not directly comparable to the current share price. Assumes all indications at 100% PoS at 3/31/2023 and beyond. Market data as of 09/08/2020.


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Urovant – Timing Considerations 4Q 2020 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1 2 3 4 5 6 Event DSP PoS(1) Street PoS Considerations · Brokers expect this will be a very high impact catalyst YE 2020: FDA approval of Vibegron in · Potential best-in-class positioning due to broader label claims, 1 85% 85% OAB expected (December 26, 2020) convenient dosing, and a favorable side-effect profile / absence of drug-drug interactions 4Q 2020: Vibegron Phase 2a top-line · Primary endpoint of the study will be achieving >30% decrease in worst 2 0% 32.5% abdominal pain compared to the weekly baseline average data in IBS Brokers expect this will be very impact catalyst · a high 3 Early 2021: Progress from cohort 1 to 0% NA · Brokers do not expect this to be a high impact catalyst cohort 2 in URO-902 Phase 2a trial · Potential for URO-902 to be the first gene therapy approved for OAB 4 2H 2021: Vibegron Phase 3 top-line · Brokers expect this will be a very high impact catalyst 72% 37.5% · Success in OAB+BPH could significantly expand the market potential of data in OAB+BPH vibegron 5 2H 2021: Top-line results of URO-902 Potential 0% NA · for URO-902 to be the first gene therapy approved for OAB Phase 2a trial · Brokers expect DSP to assume substantial responsibility for the US 6 2021: Potential commercial launch of commercialization efforts of Vibegron 85% 85% · Vibegron label could have stronger efficacy and safety claims than Vibegron in OAB Astellas’ Myrbetriq leading to successful penetration of the branded OAB drug market Catalysts relating to products / indications included in DSP management’s long-range plan. Source: Urovant filings. Wall street research. 6 (1) As of valuation date of September 30, 2020.


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IRSCircular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. 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Exhibit (c)(5)

Exhibit (c)(5)

 

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Citi Banking, Capital Markets & Advisory | Global Healthcare Group September 2020 Urovant Update Materials Strictly Private and Confidentia


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Key Modeling Assumptions for Illustrative Valuation `1 Key Assumptions – P&L and Cash Flows · Probability of success assumptions by year for each indication provided by DSP · Probability of success assumptions for valuation date of September 30, 2020 consistent with assumptions for June 30, 2020 presented in June 2020 – Source: “20200608 PoS update_DSP_vEng.xlsx” provided by DSP on June 9, 2020 as well as additional guidance provided by DSP on June 22, 2020 and June 29, 2020 for PoS assumptions to be applied at future valuation dates (see table below): September 30, 2020 March 31, 2021 March 31, 2022 March 31, 2023 Probability of Success Urovant – Vibegron in OAB 85% 100% 100% 100% Urovant – Vibegron in OAB-BPH 72% 72% 72% 100% · 100% PoS adjusted revenue forecasts by indication, as well as total royalties and milestones received, provided to year ended March 31, 2038 for Urovant Revenue – Source: “09.01.2020 Vibegron long range forecast.xlsx” provided by DSP on September 2, 2020 (Incl. Royalties and Milestones · Forecasts adjusted at indication-level by respective PoS in each period Received) – Weighted average product PoS applied to royalties and milestones · 100% PoS adjusted values for COGS, SG&A and R&D provided to year ended March 31, 2038 for Urovant – Source: “09.01.2020 Vibegron long range forecast.xlsx” provided by DSP on September 2, 2020 COGS, SG&A, R&D · COGS and SG&A margins are implied from 100% PoS sales and applied to PoS adjusted sales · No PoS adjustment applied to R&D D&A and Capex · Excluded as they are assumed to offset one another per guidance provided by DSP on June 6, 2020 NWC · Change in net working capital equal to 15% of change in revenue per guidance provided by DSP on June 6, 2020 1 Source: DSP; Urovant public filings.


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Key Modeling Assumptions for Illustrative Valuation (cont’d) `1 Key Assumptions – P&L, Cash Flows and Valuation · NOLs and federal R&D tax credits as at March 31, 2020 as provided by DSP and disclosed in SEC filings(1) – Source: “NOL breakdown (E) (003).xlsx” provided by DSP on June 6, 2020 Tax · Marginal tax rate of 21.4% (post full utilization of NOLs and R&D tax credits) per guidance provided by DSP on September 10, 2020 · Further tax and NOL diligence to be conducted Valuation Date · Valuation shown as at September 30, 2020 and March 31, 2021 through March 31, 2027 Cash Flow Period · Financial forecasts provided by DSP from year ending March 31, 2021 to year ending March 31, 2038 for Urovant · Urovant pro-forma debt balance of $172mm(2) and cash balance of $106mm(2) as at June 30, 2020 – Source: SEC filings (10Q published in August 2020) Debt and Cash · Forecast net debt estimated based on modeled cash flows, assuming existing cash is used (no minimum cash balance) with debt drawn thereafter as required to fund the business · Discount rate updated from Citi analysis presented June 2020 Discount Rate – 13.9% – 16.5% discount rate Range o At the direction of DSP, discount rate excluding any small cap risk premium applied (11.1% to 13.2%), where noted Perp Growth · (100%), consistent with assumptions provided by DSP for Project Matterhorn · Fully diluted shares outstanding calculated dynamically (treasury stock method) based on midpoint equity valuation using valuation date of September 30, 2020 Fully Diluted Ownership – Urovant: 67.1%(3) – Source: SEC filings (Urovant Form 4 filed in February 2020) Source: DSP; Urovant public filings. (1) Urovant had $263mm in NOLs and $8mm in US R&D tax credits as at March 31, 2020 as disclosed in 10K published in June 2020. 2 (2) Pro-forma for $43mm drawdown of DSP facility in July 2020. (3) Based on valuation excluding SCRP and 22,963,263 shares owned by DSP per Form 4 filed on February 21, 2020.


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2. Urovant Illustrative Analysis


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Urovant P&L (PoS Adjusted) PoS and Cash Flows Assuming Valuation Date as of September 30, 2020 US$mm Year Ending M arch 31, 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E 2039E Revenue—PoS Adjusted Vibegron—OAB 0 29 137 288 427 525 686 738 766 795 825 856 889 923 719 144 72 36—% PoS 100.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0% 85.0%—Vibegron—OAB-BPH ——5 19 23 30 32 34 35 36 37 39 40 31 6 3 2—% PoS ——72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3% 72.3%—Total Revenue 0 29 137 293 445 548 716 771 800 830 861 894 928 963 750 150 75 38—Revenue Growth NM NM 114% 52% 23% 31% 8% 4% 4% 4% 4% 4% 4% (22%) (80%) (50%) (50%)—Cost of Goods Sold (0) (3) (17) (30) (36) (44) (58) (62) (65) (67) (70) (72) (75) (78) (61) (12) (6) (3)—Gross Profit 0 25 120 262 409 504 658 708 735 763 791 821 853 885 689 138 69 34—Gross Margin 91% 88% 88% 90% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92%—R&D Expense (87) (64) (39) (35) (35) (10) (10) (10) (10) (10) (10) (5) (5) (5) (5) (5) (5) (5)—% of Sales NM NM 29% 12% 8% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 3% 7% 13%—SG&A Expense(1) (105) (149) (197) (243) (277) (313) (347) (371) (324) (328) (333) (337) (341) (345) (270) (59) (19) (19)—% of Sales NM NM 144% 83% 62% 57% 48% 48% 41% 40% 39% 38% 37% 36% 36% 39% 25% 49%—EBIT (192) (188) (116) (16) 98 180 301 327 401 424 449 480 507 535 414 74 45 11—EBIT Margin NM NM NM NM 22% 33% 42% 42% 50% 51% 52% 54% 55% 56% 55% 49% 60% 29%—Tax — — ——(28) (86) (91) (96) (103) (108) (115) (89) (16) (10) (2)—Effective Tax Rate — — ——9% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21%—NOPAT (192) (188) (116) (16) 98 180 301 299 315 334 353 377 398 421 325 58 36 9—Change in NWC (0) (4) (16) (23) (23) (15) (25) (8) (4) (5) (5) (5) (5) (5) 32 90 11 11—FCFF (192) (192) (132) (39) 75 165 276 291 311 329 348 372 393 415 357 148 47 20—FCFF (Part Period / Stubbed) (2) (96) (192) (132) (39) 75 165 276 291 311 329 348 372 393 415 357 148 47 20—Source: DSP and Urovant company filings. 3 (1) Includes sales, marketing, commercial headcount, G&A, PV/MA, and royalty expenses. (2) Part period cash flows based on assumed valuation date of September 30, 2020.


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Urovant – Illustrative DCF Valuation Including Small Cap Risk Premium September 2020 Valuation March 2021 Valuation March 2022 Valuation PoS: 85% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH Discount Rate Discount Rate Discount Rate US$mm 13.9% 15.2% 16.5% 13.9% 15.2% 16.5% 13.9% 15.2% 16.5% NPV (100%) 625 532 450 912 800 701 1,267 1,152 1,048 Net Debt / (Cash)(1) 165 165 165 264 264 264 489 489 489 Fully Diluted Equity Value (100%) 460 367 286 648 536 437 778 663 559 Per Share Value $13.44 $10.73 $8.35 $18.34 $15.18 $12.38 $21.75 $18.52 $15.63 % Premium to Current 48.5% 18.6% (7.7%) 102.7% 67.8% 36.8% 140.4% 104.7% 72.7% DSP Equity Stake (67.1%) 309 246 192 421 349 284 500 425 359 Remaining Equity Stake (32.9%) 151 121 94 226 187 153 279 237 200 Excluding Small Cap Risk Premium September 2020 Valuation March 2021 Valuation March 2022 Valuation PoS: 85% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH PoS: 100% OAB; 72% OAB-BPH Discount Rate Discount Rate Discount Rate US$mm 11.1% 12.1% 13.2% 11.1% 12.1% 13.2% 11.1% 12.1% 13.2% NPV (100%) 871 775 680 1,205 1,091 978 1,565 1,450 1,335 Net Debt / (Cash)(1) 165 165 165 264 264 264 489 489 489 Fully Diluted Equity Value (100%) 707 610 515 941 827 714 1,076 961 846 Per Share Value $19.85 $17.14 $14.47 $26.02 $22.86 $19.73 $29.56 $26.40 $23.23 % Premium to Current 119.3% 89.4% 59.9% 187.5% 152.6% 118.0% 226.6% 191.7% 156.7% DSP Equity Stake (64.5%) 456 394 332 598 525 453 679 606 534 Remaining Equity Stake (35.5%) 251 217 183 344 302 261 398 355 312 Source: DSP and Urovant company filings. Note: This analysis excludes potential dilution from future financings. Valuations presented as at March 2021 and March 2022 reflect analysis at a future point in time assuming all catalysts between the current date and the future valuation date are successful and, as such, are not directly comparable to the current share price. (1) Assumes incremental change in net debt of $99mm between June 30, 2020 and September 30, 2020, incremental change in net debt of $99mm between September 30, 2020 and March 31, 4 2021, and incremental change in net debt of $225mm between March 31, 2021 and March 31, 2022.


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Urovant – Illustrative DCF Valuation Over Time (Excluding SCRP) US$mm, except per share values $75 Low Discount Rate (11.1%) Mid Discount Rate (12.1%) High Discount Rate (13.2%) 65 $56.67 55 $50.73 $54.55 $52.35 $ ) $44.93 $48.30 ( 45 $45.80 Value $39.47 $42.22 $39.44 $34.48 $36.53 Share 35 $33.53 Per $29.56 $31.37 $26.02 $28.23 $26.40 25 $19.85 $22.86 $23.23 $19.73 $17.14 15 Current Share Price Discount To: $14.47 Low Discount Rate Value: (54.4%) Current Share Price: $9.05 Mid Discount Rate Value: (47.2%) High Discount Rate Value: (37.5%) 5 Sep-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25 Mar-26 Mar-27 Illustrative Valuation Dates At Midpoint Valuation NP V (10 0 %) $775 $1,091 $1,450 $1,807 $2,069 $2,219 $2,278 $2,205 Net Debt / (Cash) 165 264 489 657 724 658 487 177 FD Equity V a lue (10 0 %) $610 $827 $961 $1,150 $1,345 $1,561 $1,792 $2,028 P e r S ha re V a lue $17.14 $22.86 $26.40 $31.37 $36.53 $42.22 $48.30 $54.55 Source: DSP and Urovant company filings. 5 Note: This analysis excludes potential dilution from future financings. Valuations reflect analysis at a future point in time assuming all catalysts between the current date and the future valuation date are successful and, as such, are not directly comparable to the current share price. Assumes all indications at 100% PoS at 3/31/2023 and beyond. Market data as of 09/08/2020.


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Urovant – Timing Considerations 4Q 2020 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1 2 3 4 5 6 Event DSP PoS(1) Street PoS Considerations · Brokers expect this will be a very high impact catalyst YE 2020: FDA approval of Vibegron in · Potential best-in-class positioning due to broader label claims, 1 85% 85% OAB expected (December 26, 2020) convenient dosing, and a favorable side-effect profile / absence of drug-drug interactions 4Q 2020: Vibegron Phase 2a top-line · Primary endpoint of the study will be achieving >30% decrease in worst 2 0% 32.5% abdominal pain compared to the weekly baseline average data in IBS Brokers expect this will be very impact catalyst · a high 3 Early 2021: Progress from cohort 1 to 0% NA · Brokers do not expect this to be a high impact catalyst cohort 2 in URO-902 Phase 2a trial · Potential for URO-902 to be the first gene therapy approved for OAB 4 2H 2021: Vibegron Phase 3 top-line · Brokers expect this will be a very high impact catalyst 72% 37.5% · Success in OAB+BPH could significantly expand the market potential of data in OAB+BPH vibegron 5 2H 2021: Top-line results of URO-902 Potential 0% NA · for URO-902 to be the first gene therapy approved for OAB Phase 2a trial · Brokers expect DSP to assume substantial responsibility for the US 6 2021: Potential commercial launch of commercialization efforts of Vibegron 85% 85% · Vibegron label could have stronger efficacy and safety claims than Vibegron in OAB Astellas’ Myrbetriq leading to successful penetration of the branded OAB drug market Catalysts relating to products / indications included in DSP management’s long-range plan. Source: Urovant filings. Wall street research. 6 (1) As of valuation date of September 30, 2020.


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IRSCircular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set f orth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate def initive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to y ou. By accepting this presentation, subject to applicable law or regulation, y ou agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. 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Exhibit (c)(6)

Exhibit (c)(6)

 

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Citi Banking, Capital Markets & Advisory | Global Healthcare Group November 2020 Project Titan Discussion Materials Strictly Private and Confidential


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Confidential Material The following pages contain material provided to the Board of Directors (the “Board”) of Saturn (the “Company”) by Citigroup Global Markets Inc. (“Citi”) in connection with the proposed transaction involving the Company and Titan. The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of the Company. The information contained in the accompanying material was obtained from the Company, Titan, and other public sources. Any estimates and projections contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citi does not take responsibility for such estimates and projections or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the accompanying material, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the managements and other representatives of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi. The accompanying material was not prepared for use by readers not as familiar with the Company as the Board of the Company and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of the Company. The accompanying material is necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of the accompanying material. Citi does not have any obligation to update or otherwise revise the accompanying material. Nothing contained herein shall be construed as legal, regulatory, tax or accounting advice.


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Titan – Stock Price Performance Since Definitive Agreement % Inc to ADTV Share Price Performance Ref Price Current (mm) Current (11/04/2020) $8.14 -—-Since DA Announcement (10/31/2019)(1) $9.68 (16%) 0.074 Since 01/01/2020 $15.51 (48%) 0.076 30 Trading Day VWAP $8.63 (6%) 0.068 10/31/2019: 12/30/2019: Announced close of 03/23/2020: Appointed James Robinson 60 Trading Day VWAP $8.67 (6%) 0.079 Announced definitive Strategic Alliance transaction as as President and CEO, replacing 90 Trading Day VWAP $8.79 (7%) 0.078 agreement with Surf well as new $300mm term loan founding CEO, Keith Katkin agreement with Surf $18.00 1.00 06/18/2020: Announced 10/07/2020: Announced five- 0.90 16.00 exclusive three-year distribution year US co-promotion agreement with Sunovion for agreement with Sunovion to services to support the promote vibegron in the primary commercialization of vibegron care segment upon FDA 0.80 14.00 approval 0.70 12.00 0.60 10.00 $ ) 0.50 ( 12/23/2019: Initiated Titan Volume 8.00 patient enrollment in $8.14 Price Phase 2a trial for URO- (15.9%)(1) (mm) 902 in patients with urge 0.40 urinary incontinence 02/04/2020: Published 03/05/2020: Announced FDA 6.00 12/30/2019: Announced preliminary positive results of acceptance of NDA for submission of NDA for Phase 1 clinical trial of URO- vibegron for patients with 0.30 vibegron for patients 902 in patients with OAB OAB with OAB 4.00 0.20 2.00 0.10 0.00 0.00 Oct-19 Jan-20 May-20 Aug-20 Nov-20 Clinical / Regulatory Corporate / Financial Titan Source: Titan company filings and press releases, FactSet, and Bloomberg. 2 Note: Market data as of 11/04/2020. (1) Performance based on undisturbed share price as of 10/30/2019 (last close prior to DA announcement).


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Titan – Preliminary Financial Analysis Implied Equity Value per Share (US$ / Share) Current Share Price: $8.14 Value of Remaining Firm Value ($ in mm) Equity Stake ($ in mm) Methodology Illustrative Range ($ per Share) Low High Low High 52-Week Trading Range $6.55 $15.98 $334 $688 $71 $209 Titan 52-week intraday trading range 03/19/2020 01/02/2020 g es Ra n e n c efe re R Precedent Minority Squeezeout Premia 25%—65% premium to last unaffected close of $8.14 per share as of 11/04/2020 $10.20 $13.45 $465 $589 $119 $169 Represents + /—20% of median in 1-Day premiums, rounded to the nearest 5% F C D Surf / Saturn Management Projections 8 Low End of Range: 15.7% discount rate $13.35 $20.50 $586 $862 $168 $280 03 2 High End of Range: 12.4% discount rate Source: Surf / Saturn management, Titan company filings, FactSet, and share ledger provided by Titan management. 3 Note: Market data as of 11/04/2020. Analysis date as of 10/30/2020. Equity values calculated based on estimated balance sheet as of 10/30/2020. Per share values rounded to nearest $0.05 except for 52-week intraday trading range. Fully diluted share count calculated per scenario using treasury stock method at implied price per share.


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Select Precedent Squeezeout Acquisition Premiums (US$mm, except per share data) Offer Premium to Unaffected Transaction Details Offer Price Initial Final % Ann. Tender / Stake Deal Value Initial Final % 1-Day 1-Day Date Acquiror Target Vote Acquired ($mm) ($) ($) Change (%) (%) 31-Aug-20 Ionis Pharmaceuticals Akcea Therapeutics Tender 24.1 536 16.00 18.15 13.4 40.6 59.5 19-Aug-20 Dufry AG Hudson Ltd Vote 42.6 311 7.70 7.70 — 50.1 50.1 27-Nov-19 Kyocera Corp AVX Corp Tender 28.0 1,046 19.50 21.75 11.5 29.7 44.6 16-Nov-18 Employers Mutual Casualty Co EMC Insurance Group Inc Vote 45.7 371 30.00 36.00 20.0 25.1 50.1 19-Jun-18 Roche Holdings AG Foundation Medicine Inc Tender 44.1 2,257 133.00 137.00 3.0 24.9 28.7 09-Mar-16 Hallmark Cards Inc Crown Media Holdings Inc Tender 9.7 176 5.05 5.05 — 2.4 2.4 07-Mar-16 American Financial Group Inc National Interstate Corp Vote 48.8 315 30.00 32.00 6.7 32.7 41.5 29-Feb-16 Icahn Enterprises L.P Federal-Mogul Holdings Corporation Tender 18.0 305 7.00 10.00 42.9 40.6 100.8 01-Mar-13 Danfoss A/S Sauer-Danfoss Inc Tender 24.4 690 49.00 58.50 19.4 24.4 48.6 19-Feb-13 Chiesi Farmaceutici SpA Cornerstone Therapeutics Inc Vote 42.0 265 6.55 9.50 45.0 22.4 77.6 01-Nov-11 CNA Financial Corporation CNA Surety Corporation Tender 38.0 466 22.00 26.55 20.7 14.3 37.9 21-Mar-10 CONSOL Energy Inc. CNX Gas Corp. Tender 16.7 967 38.25 38.25 — 45.8 45.8 Min 9.7 176 -——- 2.4 2.4 All Transactions Average 31.8 642 -—- 15.2 29.4 49.0 Median 33.0 419 -—- 12.5 27.4 47.2 Max 48.8 2,257 -—- 45.0 50.1 100.8 Analysis Range(1) – Precedent Premia Healthcare Deals Current Price $8.14 (x) 1-Day Premia(2) 25% 65% Share Price $10.18 $13.43 (x) FDSO 34.664 35.556 Equity Value $353 $478 (+) Net Debt 112 112 Firm Value $465 $589 Source: Surf / Saturn management, Titan company filings, FactSet, SDC, and share ledger provided by Titan management. Note: Market data as of 11/04/2020. Represents select United States all-cash minority squeezeout offers (both completed and pending) of over $100mm since 2008 where the acquiror owned 50% or more in the target. Excludes management buyouts. 4 (1) Equity values calculated based on estimated balance sheet as of 10/30/2020. Fully diluted share count calculated using treasury stock method at implied price per share. (2) Represents + /—20.0% of median in 1-Day final-offer premiums, rounded to the nearest 5%.


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Titan – Capitalization & Analysis at Various Prices Current Illustrative Offer Price Per Share Share count and US$ in millions, unless otherwise stated $8.14 $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Common Shares Outstanding 31.660 31.660 31.660 31.660 31.660 31.660 31.660 31.660 31.660 31.660 31.660 31.660 Total In-The-Money Options, Warrants, and SARs 2.289 4.460 4.786 4.832 4.931 5.057 5.133 5.139 5.139 5.139 5.139 5.139 Total TSM Shares Repurchased (1.724) (3.385) (3.388) (3.150) (3.001) (2.910) (2.788) (2.619) (2.465) (2.328) (2.205) (2.095) RSUs 1.870 1.870 1.870 1.870 1.870 1.870 1.870 1.870 1.870 1.870 1.870 1.870 Fully Diluted Shares Outstanding 34.094 34.605 34.928 35.212 35.460 35.677 35.875 36.050 36.204 36.341 36.463 36.574 Fully Diluted Equity Value $278 $346 $384 $423 $461 $499 $538 $577 $615 $654 $693 $731 (+) Surf Loan Facility Draw n(1) 210 210 210 210 210 210 210 210 210 210 210 210 (-) Cash and Cash Equivalents(1) (112) (112) (112) (112) (112) (112) (112) (112) (112) (112) (112) (112) Illustrative Transaction Value $375 $443 $481 $520 $558 $597 $635 $674 $713 $751 $790 $829 Value of Surf / Saturn Current Stake: Surf / Saturn Current Shares Held 22.963 22.963 22.963 22.963 22.963 22.963 22.963 22.963 22.963 22.963 22.963 22.963 % of Fully Diluted Shares Held by Surf / Saturn 67.4% 66.4% 65.7% 65.2% 64.8% 64.4% 64.0% 63.7% 63.4% 63.2% 63.0% 62.8% Total Equity Value of Surf / Saturn Stake $187 $230 $253 $276 $299 $321 $344 $367 $390 $413 $436 $459 Remaining Shares to be Acquired 11.131 11.642 11.965 12.249 12.497 12.714 12.912 13.087 13.241 13.378 13.500 13.610 % Ow nership of Remaining Stake 32.6% 33.6% 34.3% 34.8% 35.2% 35.6% 36.0% 36.3% 36.6% 36.8% 37.0% 37.2% Total Equity Value of Remaining Stake $91 $116 $132 $147 $162 $178 $194 $209 $225 $241 $257 $272 Premium / (Discount) To: Current $8.14—22.9% 35.1% 47.4% 59.7% 72.0% 84.3% 96.6% 108.8% 121.1% 133.4% 145.7% 52-Week Intraday High (01/02/2020) $15.98 (49.1%) (37.4%) (31.2%) (24.9%) (18.6%) (12.4%) (6.1%) 0.1% 6.4% 12.6% 18.9% 25.2% 52-Week Intraday Low (03/19/2020) $6.55 24.3% 52.7% 67.9% 83.2% 98.5% 113.7% 129.0% 144.3% 159.5% 174.8% 190.1% 205.3% Price Prior to DA (10/31/2019) (2) $9.68 (15.9%) 3.3% 13.6% 24.0% 34.3% 44.6% 55.0% 65.3% 75.6% 86.0% 96.3% 106.6% 30 Trading Day VWAP $8.63 (5.7%) 15.8% 27.4% 39.0% 50.6% 62.1% 73.7% 85.3% 96.9% 108.5% 120.1% 131.6% 60 Trading Day VWAP $8.67 (6.1%) 15.4% 26.9% 38.4% 50.0% 61.5% 73.0% 84.6% 96.1% 107.6% 119.2% 130.7% 90 Trading Day VWAP $8.79 (7.4%) 13.7% 25.1% 36.4% 47.8% 59.2% 70.6% 81.9% 93.3% 104.7% 116.0% 127.4% Source: Surf / Saturn management, Titan company filings, FactSet, Bloomberg, and share ledger provided by Titan management. Note: Market data as of 11/04/2020. 5 (1) Calculated based on balance sheet as of 09/30/2020. (2) Based on undisturbed share price as of 10/30/2019 (last close prior to DA announcement).


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Summary of Illustrative Initial Proposal Offer Price Share count and US$ in millions, unless otherwise stated $12.50 Common Shares Outstanding 31.660 Total In-The-Money Options, Warrants, and SARs 4.931 Total TSM Shares Repurchased (3.121) RSUs 1.870 Fully Diluted Shares Outstanding 35.340 Fully Diluted Equity Value $442 (+) Surf Loan Facility Draw n(1) 210 (-) Cash and Cash Equivalents(1) (112) Illustrative Transaction Value $539 Value of Surf / Saturn Current Stake: Surf / Saturn Current Shares Held 22.963 % of Fully Diluted Shares Held by Surf / Saturn 65.0% Total Equity Value of Surf / Saturn Stake $287 Remaining Shares to be Acquired 12.376 % Ow nership of Remaining Stake 35.0% Total Equity Value of Remaining Stake $155 Premium / (Discount) To: Current $8.14 53.6% 52-Week Intraday High (01/02/2020) $15.98 (21.8%) 52-Week Intraday Low (03/19/2020) $6.55 90.8% (2) Price Prior to DA (10/31/2019) $9.68 29.1% 30 Trading Day VWAP $8.63 44.8% 60 Trading Day VWAP $8.67 44.2% 90 Trading Day VWAP $8.79 42.1% Source: Surf / Saturn management, Titan company filings, FactSet, Bloomberg, and share ledger provided by Titan management. Note: Market data as of 11/04/2020. 6 (1) Calculated based on balance sheet as of 09/30/2020. (2) Based on undisturbed share price as of 10/30/2019 (last close prior to DA announcement).

Exhibit (c)(7)

Exhibit (c)(7)

 

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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL C O N F I D E N T I A L O C T O B E R 2 0 2 0 P R E S E N T A T I O N T O T H E S P E C I A L C O M M I T T E E T O T H E B O A R D Project Salamander


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Agenda Owners 1 Special Committee Responsibilities OMM / Conyers 2 Summary of Diligence Lazard 3 Approach to Valuation Lazard 4 Proposed Transaction Timing and Process Timeline OMM / Lazard 5 Negotiation Tactics Lazard 6 Documentation & Disclosure OMM 7 Litigation Preparation OMM 8 Management and Key Employee Compensation Matters OMM


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 2 Summary of Diligence P R O J E C T S A L A M A N D E R Overview of Process to Date Since being engaged, we have been in close contact with the Company’s CFO and the Special Committee’s counsel and have reviewed several key documents to establish a basis for valuation and review of tactical considerations Key Documents Reviewed Outstanding Items ,· Long-range Plan ,· Awaiting outcome of market research and revised forecasts for expected label ,· OAB and OAB + BPH Revenue Forecasts ,· What will the approved label be for OAB? ,· Merck Agreement ,· Sunovion PCP Co-promote economics ,· What is the appropriate probability-adjustment to assume given the stage of assets? Forecasts ,· Development plans for IBS and ‘902 ­ While OAB is close to approval, is there still ,· Ion Channel Innovations Agreement outstanding regulatory risk? ,· Capital Table ­ How strong is read-through to OAB+BPH? ,· 9/30/20 Balance Sheet ,· Given Urovant unsuccessfully attempted to partner IBS and ‘902 because it didn’t want to invest in them, ,· Correspondence with the Board should they be included in base case forecasts? ,· Investor Rights Plan Tactics ,· Exclude ex-US forecasts / value? ,· Information Sharing Agreement ,· [Others?] ,· Credit Facility Indentures 1


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R We Will Use Several Methodologies to Inform Valuation Methodology Illustrative Company Value Comments DCF: “Lead Asset”ï,· Most relevant measure of intrinsic value for Urovant “Sum-of-the-Parts”ï,· Values cash flows for lead asset(s) through LOE with terminal / Product Run-Off value reflecting a relatively small percentage of overall value Core valuation analysesï,· Similar to precedents but based on companies still trading Public Trading Comparables independently ï,· Generally lower than precedents given lack of control premium ï,· Values company based on precedent sale transactions based on EV / sales multiples Precedent Transactions ï,· Less relevant in current situation given precedents will include a control premium ï,· Values company based on precedent premia paid relative to Premia Paid For target’s unaffected stock prices reference purposes only ï,· Value range based on low to high of equity research analysts Analyst Price Targets that provide price targets on company Trading Rangeï,· Recent (e.g., 52-week) range of company’s stock price 2


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R DCF Analysis: “Product Run-Off ” or “Going Concern” Illustrative “Buy-side” Forecast For DCF Analyses Commentary ($B) Going Concern “Lead Asset” ï,· Urovant’s strategy to date has relied on Forecast Horizon Forecast Horizon in-licensing programs and so has a well-defined pipeline comprised principally of Earlier-stage assets/platform Vibegron and URO-902 technology are difficult to Preclinical/Platform assess with any degree of certainty and therefore are ï,· Given the composition of the pipeline, we usually excluded from forecast Phase I Asset would recommend using the product run- Revenue off methodology for vibegron and URO- Forecast 902 Phase III Asset ï­ Build forecasts through LOE for lead assets taking specific views on probability of success where appropriate Commercial Asset ï,· Given buy-side advisors traditionally (% of Rev) approach biotech valuation from a Going concern analysis assumes long- term R&D investment at a “steady- “product run-off” or “sum-of-the-parts” state” level to fund R&D productivity perspective, it is likely that DSP will take a underlying terminal value R&D similar approach Investment Lead Asset Going Concern Increasing Uncertainty of Forecast 3


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R Overview of Potential Assets to Be Valued The Company will be value on a sum-of-the-parts basis which will require separate valuation of individual assets Include In Valuation? Program Preclinical Phase 1 Phase 2 Phase 3 Approved Commentary U.S. EU Japan ï,· Primary value driver ï,· Brokers continue to assign 85- OAB PDUFA: Dec. 26, 2020 100% 90% PoS Licensed ï,· EU pricing dynamics limit to Kyorin commercial potential ï,· EU pricing dynamics limit OAB in Men  commercial potential Phase 3 Topline in 2H 2021 100% with PBHï,· Low perceived value and PoS Vibegron Licensed by brokers to Kyorin ï,· Given the Company’s IBS- Phase 2a Topline  preference to partner vs invest, Associated 8% ? in Nov. 2020 but failed process in 2019, Pain Licensed to Kyorin worth including ï,· Given the Company’s preference to partner vs invest, Phase 2a DSMB 8% but failed process in 2019, URO-902 in Early 2021 ?  worth including ï,· Not currently valued by any brokers PoS 4


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R Analyst Benchmarking ($ in millions) Brokers primarily focus their valuation on OAB in the U.S. with high assumed PoS. Beyond OAB, inclusion of other indications / assets in forecasts is more variable Vibegron Broker Price Target OAB OAB in Men with BPH IBS-Associated Pain URO-902 WACC (Date) Included Peak PoS Included Peak PoS Included Peak PoS 1 $28ï $1,200 90% NAï NA 50%ï 12.0% ) 23ï 800 85%ï 250 35%ï 325 15%ï 13.0% (8/14/2020) 19ï 863 90% NA NAï 11.0% (6/18/2020) ercentile $22 $848 89% $188 35% $244 15% 13% Median 21 832 88% 125 35% 163 15% 12% Mean 21 832 88% 125 35% 163 15% 12% 25th Percentile 20 816 86% 63 35% 81 15% 12% Source: FactSet. 1 Based on 12/31/19 report date. 5


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R Pre-Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction 2 Ann. Date Acquiror Target Value 2 52-Week Nam cation Stage of Development Unaffected 30-Day High 5-Oct-20 $2.8 Acoram TTR Phase III 41% 79% 12% 19-Aug-20 6.3 Nipocalimab wAIHA, HDFN, MG Phase III 70% 54% 34% 3 17-Aug-20 Rilzabrutini Pemphigus Phase III 35% 59% 35% 9-Dec-19 THOR-707 olid Tumors Phase III 172% 368% 172% 9-Dec-19 2.4 ARQ 531 B-Cell Malignancies Phase II 107% 150% 68% 3-Dec-19 AT132 yotubular Myopathy Filing 110% 106% 46% 4 24-Nov-19 9.3 Inclisiran ASCVD / FH Filed 45% 49% 45% 16-Oct-19 Danicopan (AC PNH Phase II 73% 60% 31% 10-Oct-19 2.3 Zilucopla / IMNM / ALS Phase III 112% 91% 33% 16-Sep-19 1.8 Eptinezumab Migraine Filed 79% 89% (1%) 4-Mar-19 NSR-REP1 roideremia (CHM) Phase III 68% 98% (8%) 7 25-Feb-19 1.1 Palovarotene FOP / MO Filed 67% 82% 28% 25-Feb-19 4.0 SPK-8011 Hem A Phase III 122% 170% 24% 18-Oct-18 Lu-PSMA-6 A+ mCRPC Phase III 54% 37% 20% NSCLC, RCC, Other 10-May-18 1.5 AM0010 Phase III 68% 45% (8%) Solid Tumors 11-Apr-18 8 WTX101 ilson Disease Phase III 70% 59% 54% 9-Apr-18 0 AVXS-101 SMA Type 1 BLA-ready 88% 65% 59% 31-Jan-18 5 Tucatinib HER2+ Breast Cancer Phase II 69% 170% 69% 5 29-Jan-18 Caplacizum aTTP Filed 112% 135% 112% 6 22-Jan-18 JCAR017 Various blood cancers Phase II 91% 95% 38% 8 5-Jan-18 0.6 Cx601 Crohn’s disease Filed 81% 91% 69% = Acquiror previously had material stake in target th 75 Percentile: 107% 106% 59% Mean: 83% 103% 44% Median: 73% 89% 35% 25th Percentile: 68% 59% 24% Source: Company filings, EvaluatePharma, FactSet. Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Alexion/Achillion, Lundbeck/Alder, and Ipsen/Clementia. 2 Premium to 1-day unaffected price. 3 Sanofi/Principia statistics based on unaffected date of July 15, 2019 based on release of rumors first reported on July 16, 2019. 4 Novartis/Medicines Company statistics based on unaffected date of November 18, 2019 based on release of rumors first reported on November 19, 2019. 5 Sanofi/Ablynx statistics based on unaffected date of January 5, 2018 based on news that Ablynx rejected a bid from Novo Nordisk released on January 8, 2018. 6 6 Celgene/Juno statistics based on unaffected date of January 16, 2018 based on release of rumors first reported on January 17, 2018. 7 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019. 8 Filed with EMA and had a positive CHMP opinion. In pivotal trial in the U.S.


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction Ann. Date Acquiror Target Stage of 2 52-Week Value Name Indication Unaffected 30-Day Development High Pre-term Birth Prevention + Iron 1-Oct-20 $0.6 Makena + Feraheme Marketed 46% 33% 3% Deficiency Anemia 13-Sep-20 19.9 Trodelvy Various Cancers Marketed 108% 117% 97% 31-Aug-20 2.2 Palforzia Food Allergy Approved 174% 150% (6%) 5-May-20 Andexxa Haemorrhagic Conditions Marketed 132% 179% (51%) Blastic Plasmacytoid Dendritic Cell 4-May-20 0.5 ELZONRIS Marketed 142% 158% (35%) Neoplasm (BPDCN) 3 QBREXZA / 10-Jan-20 0.8 PAH / Atopic Dermatitis Approved / Phase III 138% 168% 27% Lebrikizumab 30-Sep-19 8 Doptelet Chronic ITP Marketed 36% 81% 30% 17-Jun-19 3 Braftovi + Mektovi Metastatic Melanoma Marketed 62% 116% 62% 7-Jan-19 7.3 Vitrakvi (LOXO-101) Solid Tumors Marketed 68% 76% 24% 12-Dec-18 0.3 Trulance CIC / IBS-C Marketed 138% 126% (69%) 4 3-Dec-18 Zejula (Niraparib) Ovarian Cancer Marketed 182% 73% (15%) 22-Jan-18 Eloctate Hemophilia A Marketed 64% 95% 64% = Acquiror previously had material stake in target 75th Percentile: 139% 152% 38% Mean: 108% 114% 11% Median: 120% 117% 13% 25th Percentile: 63% 80% (20%) Source: Company filings, EvaluatePharma, FactSet. Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 7 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Menarini/Stemline and SOBI/Dova. 2 Premium to 1-day unaffected price. 3 Lilly/Dermira statistics based on unaffected date of December 6, 2019, due to significant price appreciation without notable news or catalysts. 4 GSK/Tesaro statistics based on unaffected date of November 15, 2018, 2019 based on release of rumors first reported on November 16, 2018.


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 3 Approach to Valuation P R O J E C T S A L A M A N D E R Analysis at Various Prices ($ in millions) Current 52-Week Broker Broker Price High Median High Offer Price per Share $10.06 $12.00 $14.00 $15.75 $18.00 $20.00 $22.00 $24.00 $26.00 $28.00 Transaction % Premium to Current — 19% 39% 57% 79% 99% 119% 139% 158% 178% Statistics % Premium to 52-Week High ($15.75) (36%) (24%) (11%) — 14% 27% 40% 52% 65% 78% Equity Value $375 $428 $504 $571 $657 $734 $810 $887 $963 $1,040 Net Debt (Cash) 97 97 97 97 97 97 97 97 97 97 Capitalization Enterprise Value $472 $525 $602 $668 $754 $831 $907 $984 $1,060 $1,137 Memo: Minority Share (Equity Value) $144 $152 $183 $210 $244 $274 $305 $336 $366 $397 2022E 2024E EV / Adjusted Revenue 2026E Multiple 2028E Peak Sales (Adj). To be included with confirmation of forecasts 2022E EV / 2024E Unadjusted Revenue 2026E Multiple 2028E Peak Sales (Unadj). Source: Management forecasts and FactSet. 8 Note: Market data as of October 2, 2020.


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL Proposed Transaction Timing 4 P R O J E C T S A L A M A N D E R and Process Timeline Illustrative Process Timeline With the benefit of a more precise understanding of key milestones, we have updated the proposed process October November Weeks 1 2 3 4 1 Day 5 6 7 8 9 12 13 14 15 16 19 20 21 22 23 26 27 28 29 30 2 3 4 5 6 Key Events 1 Valuation 1.1 Receive / Review Initial Management Forecasts 1.2 Independent Diligence on Urovant 1.3 Receive / Review Updated Forecasts (OAB, ‘902) 1.4 Sensitivity & Scenarios 1.5 Iteration of Valuation (DCF, Precedents, Comps) 1.6 Finalize Valuation 2 Negotiation 2.1 Negotiation Tactics 2.2 Develop Scripts 2.3 [Share Updated Forecasts] DSP Modeling Time 2.4 Receive Offer 2.5 Respond 3 Announcement Preparation 3.1 Final Contracting, PR Preparation, etc. 4 Internal Milestones 4.1 Subcommittee Meetings 4.2 Fairness Opinion 4.3 Targeted Announcement Potential Closing Early 4.4 Targeted Closing 1 January to Early February DSP Other Key Milestones Draft Label BoD 1 Assumes transaction effected as a merger for cash (~60 days from announcement). 9


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 5 Negotiation Tactics P R O J E C T S A L A M A N D E R Summary of Key Elements of Negotiating Leverage Despite the situation, there are several points of leverage that Urovant can exert in negotiations Support UROVANT Leverage Support SALAMANDER Leverage ï,· Requirement for approval from Special Committee ï,· Existing access to high level forecast IRA / Audit Committee assumptions across productsï,· Requirement for support from majority of minorityï,· Insider insights on key value drivers Information ï,· Narrow window once offer is made to negotiate 13D given filing requirements ï,· Access to draft label and updated forecasts for ï,· Standstill and credit facility indentures limit the Diligence OAB / ‘902 to reinforce value of assets Company’s ability to raise debt or equity without Control Salamander’s support Access to ï,· Financing is needed urgently ahead of launchï,· Credible threat that without a transaction Financing Going Concern (acquisition or equity financing) there is a near-Risk term risk of receiving a going concern letter 10


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL 5 Negotiation Tactics P R O J E C T S A L A M A N D E R Preliminary Tactical Recommendations Given the unique circumstances, we recommend that Urovant ensures Salamander is equipped to make a compelling offer and understands the structural imperatives to ensure its first offer meets the high bar required to satisfy the Special Committee and minority shareholders 1 Positioning to Salamander should stress the need to satisfy not only the Special Committee but also minority shareholders who have a cost base above current trading value 2 Communicate the importance of Salamander providing a compelling initial offer given the limited time for negotiation before a 13D is required 3 While sharing forecasts and the draft label could ensure alignment around views on value, they should be provided with sufficient time for Salamander to fully evaluate them 4 Stress alternatives (i.e., Salamander’s need to participate in a large financing round) or going concern 11


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Appendix


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL P R O J E C T S A L A M A N D E R A P P E N D I X Overview of the Company’s Top 25 Shareholders ($ in millions, except per share values) There is a high concentration of ownership among top 25 shareholders and relatively low weighted-average cost basis Ownership Stake and Current Estimated Cost # Shareholder Position (000s) Cumulative Holdings Market Value Basis 1 Sumitovant 73.6% 73.6% 22,963 $214 n/a 2 Perceptive Advisors 7.6% 81.2% 2,367 22 $9.34 3 Keith Katkin 4.0% 85.2% 1,250 12 12.20 4 Baker Bros. Advisors 3.2% 88.4% 1,000 9 10.90 5 Fidelity Management & Research 2.3% Top 5 90.7% 713 7 10.89 6 Alyeska Investment Group 2.0% 92.7% 621 6 11.35 7 Pekin Hardy Strauss 1.2% 94.0% 387 4 11.38 8 BlackRock 1.0% 95.0% 310 3 10.99 9 Samsara Biocapital 0.5% 95.5% 157 1 10.00 10 Cornelia Haag-Molkenteller 0.5% Top 10 95.9% 145 1 10.98 11 Vanguard 0.4% 96.4% 131 1 10.08 12 Bryan Smith 0.4% 96.8% 128 1 10.91 13 Renaissance Technologies 0.4% 97.1% 109 1 10.08 14 Walt Johnston 0.3% 97.5% 109 1 10.08 15 Banco Bilbao Vizcaya Argentaria 0.3% Top 15 97.8% 102 1 10.08 16 Infinity Q Capital Management 0.3% 98.1% 95 1 10.15 17 Wildcat Capital Management 0.3% 98.4% 95 1 8.89 18 Geode Capital Management 0.3% 98.7% 89 1 9.50 19 Christine Ocampo 0.2% 98.9% 77 1 10.98 20 Northern Trust 0.2% Top 20 99.1% 59 1 10.06 21 Kornitzer Capital Management 0.2% 99.3% 51 0 10.98 22 Kovitz Investment Group—Check 0.1% 99.4% 39 0 n/a 23 Millennium Management 0.1% 99.5% 35 0 10.08 24 Personal CFO Solutions 0.1% 99.6% 34 0 10.08 25 Sef Kurstjens 0.1% Top 25 99.7% 21 0 10.79 Weighted-Average Cost Basis $10.85 Source: Bloomberg and FactSet. 12 Note: Market value as of September 30, 2020.


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PRIVILEGED & CONFIDENTIAL DRAFT SUBJECT TO MATERIAL REVISION DRAFT PREPARED AT THE REQUEST OF COUNSEL C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Disclaimer The information herein has been prepared by Lazard based upon information supplied by the Company or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company or any other entity, or concerning solvency or fair value of the Company or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice. 13

Exhibit (c)(8)

Exhibit (c)(8)

 

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DRAFT PRELIMINARY & ILLUSTRATIVE C O N F I D E N T I A L 1 0 N O V E M B E R 2 0 2 0 P R E S E N T A T I O N T O T H E S P E C I A L C O M M I T T E E T O T H E B O A R D Project Salamander


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DRAFT C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Disclaimer The information herein has been prepared by Lazard based upon information supplied by the Company or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company or any other entity, or concerning solvency or fair value of the Company or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee to the Board of Directors, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice. 1


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Summary of Transaction Terms • $16.25 per share in cash Indicative Price - Represents a 107% premium over Beta’s closing price of $7.85 on November 9, 2020 • Offer represents an equity value of ~$592 million and an enterprise value of ~$689 million • Acquisition of 100% of the outstanding Beta common shares on a fully diluted basis by way of a cash merger in which a Structure wholly-owned subsidiary of Salamander would merge with and into Beta pursuant to which each share of Beta not owned by Salamander or held by a holder who demands appraisal would be converted into the right to receive $16.25 per share Financing • No financing conditions; transaction expected to be financed through cash-on-hand or existing credit facilities • Beta is subject to customary non-solicitation provisions • Fiduciary out permits Beta to engage in discussions regarding unsolicited superior proposals and to withdraw its recommendation of the existing transaction, subject to Beta’s right to renegotiate prior to termination of the Agreement or Deal Protection withdrawal of Beta’s recommendation • Termination fee of 2% of the aggregate consideration payable in the transaction, payable by Beta to Salamander if Beta terminates in order to take a superior proposal or under other specific circumstances within 12 months of such termination • The obligation of Merger Sub to consummate the offer is subject to satisfaction of customary closing conditions, including, among others: - The Company Shareholder Approval and the Minority Shareholder Approval (majority of shares not held by Salamander and its Closing affiliates) have each been obtained Conditions - No material adverse effects (COVID-19 and regulatory developments, side effects and adverse events with respect to Beta’s products are not excluded from material adverse effect definition) • Approval from Beta Special Committee to the Board and Salamander Board on final offer • Salamander will execute a voting agreement in favor agreeing to vote for the Merger. The obligation to vote in favor of the Merger terminates upon the earlier of the termination of the Agreement [and the Closing] Other Terms • “Drop-dead date” of 6 months after Agreement Date • Parties to use reasonable best efforts to consummate the existing transaction Source: Merger agreement. 2 Note: Pro forma for 12/31/20 transaction date but excluding follow-on offering that will not be pursued if transaction with Salamander is announced.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Transaction Consideration ($ and amounts in millions, except per share values) Offer Price $16.25 Basic Shares Outstanding 31.7 Options 1.9 Share Count Restricted Stock Units 1.9 (Treasury Stock Method)1 Stock Appreciation Rights 0.8 Warrants 0.0 Fully Diluted Shares Outstanding 36.4 Equity Value Offer Value $592 Cash and Equivalents ($112) Net Debt 2 Debt $209 (As of 9/30/2020) Net Debt $97 Enterprise Value Transaction Value $689 Premium To: Spot Price (11/09/20): $7.85 107% Premium 15-day VWAP: $7.98 104% 52-Week High Closing Price (1/6/20): $15.75 3% Source: FactSet, Company filings, and press releases. 3 Note: Market data as of November 9, 2020. 1 Calculated using treasury stock method. 2 Balances as of 9/30/2020 pro forma for $38mm drawdown on credit facility on November 2, 2020.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Process to Date • December 27, 2019: Salamander acquired Roivant’s ~75% ownership stake in Beta as part of a larger transaction and formed a new company as a wholly owned subsidiary - In exchange for ~$3 billion the existing majority shareholder at the time of the transaction (Roivant) transferred ownership interests in five of its subsidiaries, one of which was Beta, to Salamander—Following this transaction, Salamander has ~75% ownership of Beta’s outstanding common shares—Beta also entered into a $300 million dollar unsecured debt facility with Salamander • September 28, 2020: Salamander indicated to Beta that it would be interested in acquiring the company and asked Beta if it would be open to receiving an offer • October 2, 2020: Beta communicated to Salamander that it would be open to receiving an offer • November 6, 2020: Salamander proposed an initial offer of $12.50 per share in cash to Beta • November 7, 2020: After a conversation between advisors, Salamander proposed a subsequent offer of $14.25 per share • November 8, 2020: After a subsequent conversation between advisors, Beta proposed a counteroffer of $18.00 per share • November 9, 2020: After a subsequent conversation between advisors, Salamander responded to Beta’s request of $18.00 per share by increasing Salamander’s offer from $14.25 per share to $15.25 per share • November 9, 2020: After a subsequent conversation between advisors later in the day, Beta responded to Salamander’s proposal of $15.25 per share by proposing $16.50 per share upfront plus two CVRs, each $0.75 per share expiring in fiscal year 2023 achieved on $300 million and $400 million in total annual sales respectively • November 10, 2020: Beta and Salamander communicated directly at which time Salamander revised their offer to $15.75 per share • November 10, 2020: Following a subsequent conversation between Beta and Salamander, Salamander provided a best-and-final offer of $16.25 per share 4


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Potential Assets to Be Valued The Company has two assets valued on a sum-of-the-parts basis Program Preclinical Phase 1 Phase 2 Phase 3 Approved Included in Base Cases Commentary U.S. EU Japan • EU pricing dynamics limit  commercial potential OAB PDUFA: Dec. 26, 2020 100% ✓ • Ex-U.S. value modeled as upside Licensed to Kyorin assuming partnership OAB in Men  • Ex-U.S. value modeled as upside Phase 3 Top-line in 2H 2021 80% with BPH ✓ assuming partnership Vibegron Licensed to Kyorin IBS- Phase 2a Top-lineEx-U.S. value modeled as upside Associated 20% in Nov. 2020 ✓ assuming partnership Pain Phase 2a DSMB • Ex-U.S. value modeled as upside URO-902 15% in Early 2021 ✓ assuming partnership Cumulative 5 Source: Company filings and Beta Management as of November 2020. PoS .


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Company Share Price Performance – Since IPO ($ per share) Beta trades below its 52-week high and has traded down since the closure of the Roivant/Salamander deal Trading Statistics Summary Capitalization Volume Price Current Price (11/09/20) $7.85 Market Value $272 (000s) 52-Week High 15.75 Plus: Debt 209 2 $20 52-Week Low 7.16 Less: Cash (112) 2 2,000 February 22, 2019 June 13 2019 YTD Performance (49.4%) Enterprise Value $369 Enters into Flexible Announces FY 2018 Agreement for up to financial results Transient stock $100mm Debt March 5, 2020 price jump at Financing with Announces FDA Acceptance of NDA closing of Roivant / Hercules Capital for Vibegron for the Treatment of Salamander deal Overactive Bladder 15 1,500 October 31, 2019 Roivant and Salamander S&P 500: Announce Strategic Alliance 22% NBI:1 13% 10 1,000 Beta: December 30, 2019 (33%) Roivant and Salamander March 19, 2019 announce completion of Announces positive Transaction for Strategic Top-line results from Alliance; unwinding of short June 18, 2020 October 7, 2020 Pivotal Ph. III interest contributed to temporary Announces Announces Co- 5 March 23, 2020 500 EMPOWUR Study of bump collaboration Promotion Agreement for Appoints James Vibegron in Patients agreement with Vibegron with Sunovion Robinson as w/ Overactive Sunovion Pharmaceuticals President and Chief Bladder Pharmaceuticals Executive Officer 0 0 Sep-18 Feb-19 Aug-19 Jan-20 Jun-20 Nov-20 Volume Beta S&P 500 NBI Source: FactSet and Company press releases. 6 Note: Market data as of November 9, 2020. 1 Indicates the NASDAQ Biotechnology Index. 2 Balances as of 9/30/2020 pro forma for $38mm draw on credit facility.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Share Prices Traditionally Are Pressured during a Company’s First Launch We analyzed the stock price performance for 91 biopharma companies launching their first drug in their first indication. Approvals can be a meaningful catalyst for share price appreciation, but generally more limited than clinical results. In the long term, few biopharmas perform well in the years following their first launch NBI-Adjusted Stock Price Performance Pre and Post Approval1 Selected Comparable Companies: Post-Approval 3-Month 1 Year 2 Year 30% Company Post-Ann. Post-Ann. Post-Ann. 9%2 Radius 2% (24%) (49%) TherapeuticsMD (14%) (49%) (85%) 15% (2%) +4% (24%) +11% 0% 3%2 (15%) (15%) (3%)2 (11%) (30%) (25%) (8%) (45%) (48%) (50%) (60%) 75th Percentile (75%) Median (72%) 25th Percentile (90%) 3-Mo. At 3-Mo. 1-Yr. 1.5-Yr. 2-Yr. Pre-Ann. Approval Post-Ann. Post-Ann. Post-Ann. Post-Ann. N=90 N=91 N=89 N=75 N=66 N=56 Source: Company filings and FactSet. 7 1 Based on equal-weighted stock performance prior to and after FDA approval and adjusted for the NASDAQ Biotech Index performance over the same period. 2 Based on performance 1-Day post approval.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Beta Analyst Price Targets and Ratings ($ per share) Evolution of Analyst Recommendations Analyst Price Targets and Ratings Analyst Price Target Rating Buy Hold Sell Stock Price Analyst Price Target 30.00 $18.00 Buy (11/02/20) 25.00 $23.00 Buy $23.00 (11/02/20) $28.00 Buy (8/19/20) 15.00 5 5 5 4 3 3 3 3 3 3 3 3 3 Current: Median: $7.85 $23.00 Selected Analyst Commentary $7.85 “We remain confident that market demand for vibegron is likely to be high, despite the atypical market conditions imposed by the emergence of the COVID-19 pandemic. Investors should note that substantial face-to-face (F2F) sales promotional activity has already 5.00 resumed across much of the specialty pharmaceuticals sector.” —H.C. Wainwright (August 19, 2020) “… we see points for potential best-in-class positioning by 0.00 vibegron due to broader label claims, convenient dosing, and a -20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 favorable side-effect profile/absence of drug-drug interactions. In Ratings as a % of Total addition, we see compelling optionality for vibegron in OAB-related to 0% 0% 0% 0% 0% 0% 0% 0% 0% BPH and IBS-related pain. Finally, local gene therapy asset hMaxi-K Neutral 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% has encouraging potential within the pharmacologically refractory Buy 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% OAB patient population, in our view.” —J.P. Morgan (November 2, 2020) Source: FactSet and equity research. 8 Note: Market data as of November 9, 2020.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Analyst Benchmarking ($ in millions, except per share values) Brokers primarily focus their valuation on OAB in the U.S. with high assumed PoS. Beyond OAB, inclusion of other indications / assets in forecasts is more variable Vibegron Price OAB OAB in Men with BPH IBS-Associated Pain URO-902 WACC Target Included Peak PoS Included Peak PoS Included Peak PoS 1 $28 ✓ $1,200 90% — NA ✓ NA 50% 12.0% ) 23 ✓ 800 85% ✓ 250 35% ✓ 325 15% 13.0% (11/02/2020) 18 ✓ 863 90% — NA — NA 11.0% (11/02/2020) ercentile $26 $1,032 90% $125 35% $244 41% 13% Median 23 863 90% — 35% 163 33% 12% Mean 23 954 88% 83 35% 163 33% 12% 25th Percentile 21 832 88% — 35% 81 24% 12% Source: FactSet and equity research. 9 1 Based on 12/31/19 report date.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Financial Analysis Assumptions • Details as to the Special Committee’s forecasts and equity financing assumptions are below: - The Special Committee developed its forecasts based upon forecasts previously created by Management but modified by the Special Committee, in particular to adjust assumptions regarding price increases and future market share gains—The Special Committee has directed Lazard to use the Special Committee forecasts for valuation purposes—Management had been planning a $350mm equity financing in Q3-Q4 2020, which the Special Committee has instructed Lazard to assume would be necessary in a stand-alone scenario—For purposes of modeling the effect of this equity financing, the Special Committee directed Lazard to assume $350mm in near-term equity financing raised at a 17.5% discount to 15-day VWAP—A 17.5% discount is the midpoint of the range for recent comparable biotech follow on offerings as provided by an investment bank retained by the Audit Committee to the Board of Directors for purposes of evaluating such a financing—Lazard also assumed the proceeds would be post a 6% financing fee, consistent with the market for similar biotech companies 10


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Analyst Forecast Benchmarking ($ in millions) Jefferies and J.P. Morgan both provide long-term revenue forecasts; however Jefferies does not assign any value to vibegron in OAB in Men with BPH and IBS-Associated Pain which contributes to the difference in probability-adjusted net sales starting in 2026. Beta Special Committee projections remain above analyst forecasts for a majority of the forecast period when considering probability-adjusted net sales Unprobabilized Net Sales Probability-Adjusted Net Sales $2,400 $1,800 Jefferies Jefferies 2,200 1,600 HCW HCW 2,000 JPM 1,400 JPM 1,800 1,600 Beta—Special Committee 1,200 Beta—Special Committee Beta—Management Beta—Management 1,400 1,000 1,200 1,000 800 800 600 600 400 400 200 200 0 0 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32 Jefferies $0 $101 $265 $389 $526 $613 $644 $676 $710 $746 $783 $822 $863 Jefferies $0 $91 $238 $351 $473 $552 $580 $609 $639 $671 $705 $740 $777 HCW 5 115 HCW 5 104 JPM 10 57 162 285 412 630 808 967 1,094 1,227 1,315 JPM 8 48 137 235 336 521 663 790 881 974 1,039 Beta—Special Committee1 1 56 158 366 475 627 757 986 1,207 1,382 1,534 1,708 1,854 Beta—Special Committee1 1 56 158 365 472 621 732 845 933 1,001 1,047 1,105 1,151 Beta—Management2 1 56 158 366 575 729 886 1,147 1,403 1,615 1,804 1,986 2,138 Beta—Management2 1 56 158 365 572 724 861 1,006 1,128 1,235 1,317 1,383 1,435 Source: FactSet, equity research, and Beta Special Committee, and Management assumptions. 11 1 Beta Special Committee Forecast as of November 2020. 2 Beta Management Forecast as of November 2020.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Benchmarking Analysis: Launch Curve ($ in millions) The chart below illustrates the Myrbetriq and Beta (OAB) launch curves Non-Probability-Adjusted Net Sales $1,300 1,200 1,100 1,000 900 800 700 600 500 400 300 200 100 0 L+1 L+2 L+3 L+4 L+5 L+6 L+7 L+8 L+9 L+10 L+11 L+12 L+13 L+14 Myrbetriq $152 $246 $371 $500 $645 $763 $817 $857 $899 $865 $571 $275 $120 $9 % Growth 62% 51% 35% 29% 18% 7% 5% 5% (4%) (34%) (52%) (56%) (92%) Beta—Special Committee1 56 158 361 459 598 695 773 825 866 883 909 927 936 140 % Growth 183% 129% 27% 30% 16% 11% 7% 5% 2% 3% 2% 1% (85%) Beta—Management2 56 158 361 559 701 824 933 1,021 1,099 1,153 1,187 1,211 1,223 183 % Growth 183% 129% 55% 25% 17% 13% 9% 8% 5% 3% 2% 1% (85%) Source: EvaluatePharma and Beta Special Committee and Management assumptions. 1 Beta Special Committee Forecast as of November 2020. 12 2 Beta Management Forecast as of November 2020.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Summary Net Revenue Forecast ($ in millions) OAB constitutes the majority of revenue throughout the forecast period (70%+ on an adjusted basis). However, BPH, IBS, and 902 are expected to meaningfully contribute to revenue in the long term, contributing ~6%, ~37%, and 93% in terms of unadjusted revenue at their peak $1,200 1,000 800 Expected entrance of mirabegron Revenue generics in 2024 Net 600 Adjusted 400 200 0 ‘20E ‘21E ‘22E ‘23E ‘24E ‘25E ‘26E ‘27E ‘28E ‘29E ‘30E ‘31E ‘32E ‘33E ‘34E ‘35E ‘36E ‘37E ‘38E OAB BPH IBS 902 Unadjusted Revenue 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 OAB $1 $56 $158 $361 $459 $598 $695 $773 $825 $866 $883 $909 $927 $936 $140 $49 $22 $12 $7 BPH 0 0 0 4 16 28 42 54 62 66 70 75 80 85 13 4 2 1 1 IBS 0 0 0 0 0 0 20 104 198 302 418 547 662 701 105 37 17 9 5 902 0 0 0 0 0 0 0 55 122 148 163 176 185 190 196 202 208 214 171 Total Revenue $1 $56 $158 $366 $475 $627 $757 $986 $1,207 $1,382 $1,534 $1,708 $1,854 $1,912 $454 $292 $249 $237 $184 % Growth n.m. 183% 132% 30% 32% 21% 30% 22% 15% 11% 11% 9% 3% (76%) (36%) (15%) (5%) (22%) Source: Beta Special Committee Forecast as of November 2020. 13


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Summary P&L Forecast – WholeCo Non-Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 158 361 459 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 16 28 42 54 62 66 70 75 80 85 13 4 2 1 1 IBS 0 0 0 0 0 0 20 104 198 302 418 547 662 701 105 37 17 9 5 902 0 0 0 0 0 0 0 55 122 148 163 176 185 190 196 202 208 214 171 Net Revenue $1 $56 $158 $366 $475 $627 $757 $986 $1,207 $1,382 $1,534 $1,708 $1,854 $1,912 $454 $292 $249 $237 $184 % Growth n/m 183% 132% 30% 32% 21% 30% 22% 15% 11% 11% 9% 3% (76%) (36%) (15%) (5%) (22%) COGS 0 6 21 26 34 45 54 67 79 89 97 106 115 118 24 14 11 10 8 % Margin 0% 10% 13% 7% 7% 7% 7% 7% 7% 6% 6% 6% 6% 6% 5% 5% 4% 4% 4% Merck Royalty 0 6 16 38 50 68 83 104 123 141 157 176 193 199 26 9 4 2 1 ICI Royalty 0 0 0 0 0 0 1 3 7 10 14 18 23 27 28 28 29 28 22 Gross Profit $1 $45 $121 $302 $391 $514 $619 $811 $999 $1,143 $1,266 $1,407 $1,524 $1,568 $376 $241 $205 $196 $153 % Margin 90% 80% 77% 83% 82% 82% 82% 82% 83% 83% 83% 82% 82% 82% 83% 82% 82% 83% 83% R&D 81 83 120 157 128 67 36 34 25 25 25 23 21 19 17 15 13 12 10 % Margin n/m 148% 76% 43% 27% 11% 5% 3% 2% 2% 2% 1% 1% 1% 4% 5% 5% 5% 5% S&M 62 127 162 188 197 237 285 377 375 356 316 312 305 292 53 25 16 12 7 % Margin n/m 227% 103% 51% 42% 38% 38% 38% 31% 26% 21% 18% 16% 15% 12% 8% 6% 5% 4% U.S. G&A 28 39 40 42 44 46 47 49 50 51 52 53 54 30 30 30 30 30 30 % Margin n/m 69% 25% 11% 9% 7% 6% 5% 4% 4% 3% 3% 3% 2% 7% 10% 12% 13% 16% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 1% 1% 1% 2% Sunovion Co-Promote 0 0 0 16 26 34 42 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 6% 6% 6% 4% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($205) ($203) ($103) ($6) $128 $208 $309 $547 $709 $872 $1,017 $1,142 $1,224 $274 $169 $143 $140 $103 % Margin NA NA NA NA NA 20% 27% 31% 45% 51% 57% 60% 62% 64% 60% 58% 57% 59% 56% (-) Switzerland Taxes 0 0 0 0 0 (5) (8) (12) (21) (28) (34) (40) (44) (48) (11) (7) (6) (5) (4) % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 0 0 (18) (29) (45) (80) (103) (127) (149) (167) (179) (40) (25) (21) (21) (15) % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 1 3 4 5 6 8 10 11 12 14 15 15 4 2 2 2 1 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (1) (3) (4) (5) (6) (8) (10) (11) (12) (14) (15) (15) (4) (2) (2) (2) (1) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (5) (10) (5) (8) (7) (11) (11) (9) (8) (9) (7) (3) 73 8 2 1 3 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 1 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (5) 0 0 (10) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($207) ($206) ($115) ($9) $99 $168 $246 $440 $574 $708 $825 $928 $999 $297 $147 $120 $115 $86 % Margin n/m n/m n/m n/m n/m 16% 22% 25% 36% 42% 46% 48% 50% 52% 65% 50% 48% 48% 47% Memo: EBITDA ($170) ($205) ($201) ($100) ($2) $133 $214 $317 $557 $720 $884 $1,031 $1,156 $1,239 $277 $171 $145 $142 $104 % Margin n/m n/m n/m n/m n/m 21% 28% 32% 46% 52% 58% 60% 62% 65% 61% 58% 58% 60% 57% Memo: Tax-Effected NOL Benefit $0 $0 $0 $0 $0 $5 $8 $12 $21 $14 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Margin 0% 0% 0% 0% 0% 1% 1% 1% 2% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% Source: Beta Special Committee Forecast as of November 2020. 14 Note: Fiscal year ends March 31st.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Summary P&L Forecast – WholeCo Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 158 361 459 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $158 $365 $472 $621 $732 $845 $933 $1,001 $1,047 $1,105 $1,151 $1,173 $201 $90 $58 $47 $34 % Growth n/m 183% 131% 29% 32% 18% 15% 10% 7% 5% 6% 4% 2% (83%) (55%) (36%) (19%) (28%) COGS 0 6 21 26 34 44 52 60 65 70 72 76 79 80 13 5 3 2 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% 5% Merck Royalty 0 6 16 38 49 67 80 93 102 110 116 123 128 131 17 6 3 1 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $121 $301 $389 $510 $600 $692 $764 $820 $856 $904 $941 $958 $167 $75 $48 $39 $28 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D 81 72 71 77 62 41 26 18 17 17 17 15 14 13 11 10 9 8 6 % Margin n/m 130% 45% 21% 13% 7% 4% 2% 2% 2% 2% 1% 1% 1% 6% 11% 15% 16% 19% S&M 62 127 162 186 195 231 247 261 244 218 173 175 177 176 28 11 5 4 2 % Margin n/m 227% 103% 51% 41% 37% 34% 31% 26% 22% 16% 16% 15% 15% 14% 12% 9% 7% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 25% 11% 9% 7% 6% 6% 5% 5% 5% 5% 4% 2% 14% 31% 48% 59% 83% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 3% 5% 6% 8% Sunovion Co-Promote 0 0 0 16 26 34 41 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($154) ($21) $61 $158 $239 $324 $454 $535 $615 $660 $696 $738 $97 $23 $3 ($3) ($11) % Margin NA NA NA NA 13% 25% 33% 38% 49% 53% 59% 60% 60% 63% 48% 26% 5% NA NA (-) Switzerland Taxes 0 0 0 0 (2) (6) (9) (13) (18) (21) (24) (26) (27) (29) (4) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 0 (9) (23) (33) (47) (66) (78) (90) (96) (102) (108) (14) (3) (0) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 1 3 4 5 6 7 7 8 8 9 9 9 2 1 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (1) (3) (4) (5) (6) (7) (7) (8) (8) (9) (9) (9) (2) (1) (0) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (5) (10) (5) (7) (6) (6) (4) (3) (2) (3) (2) (1) 49 6 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($157) ($29) $47 $124 $201 $263 $370 $436 $503 $539 $569 $604 $128 $25 $4 ($2) ($10) % Margin n/m n/m n/m n/m 10% 20% 27% 31% 40% 44% 48% 49% 49% 52% 64% 27% 7% n/m n/m Memo: EBITDA ($170) ($195) ($153) ($18) $65 $163 $245 $331 $461 $543 $624 $669 $705 $748 $99 $24 $4 ($2) ($11) % Margin n/m n/m n/m n/m 14% 26% 33% 39% 49% 54% 60% 61% 61% 64% 49% 27% 6% n/m n/m Memo: Tax-Effected NOL Benefit $0 $0 $0 $0 $2 $6 $9 $13 $18 $3 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Margin 0% 0% 0% 0% 1% 1% 1% 2% 2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Source: Beta Special Committee Forecast as of November 2020. 15 Note: Fiscal year ends March 31st.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Preliminary and Illustrative Beta Valuation Summary ($ in billions, except per share values) Variable Per Share Value Implied Metrics Assumptions Current Price: $7.85 Offer Price: $16.25 TEV 1 • 18.25-year probability-adjusted sum-of-the parts DCF from 4Q20 to 1Q2039 Special Committee • WACC range of 8.5% – 11.5% $12.80 $16.80 $1.0—$1.4 DCF Case 2 • Terminal growth rate of (30%) – (10%)1 • $350mm equity financing at 17.5% discount to 15-day VWAP g s. i n EV / • 0.7x – 1.3x Beta’s unadjusted L+5 revenue of ~$627mm, based on 25th to 75th percentile of selected d mp L+5 Revenue $7.00 $10.55 $0.4—$0.8 comparable companies ra C o T t $7.25 e n • 1.3x – 2.5x Beta’s unadjusted L+5 revenue of ~$627mm, based on 25th to 75th percentile of selected d Upfront / L+5 ece Txn. Revenue $10.65 $19.00 $0.8—$1.6 precedent transactions Pr • Based on Jefferies equity research report from November 2, 2020 Street Case $8.10 $13.40 $0.6—$1.1 • With assumed financing DCF Management Case $18.30 $23.75 $1.5—$2.0 • Management Case does not adjust price increases and future market share gains to reflect expected generic entrant (mirabegron) in 2024 $11.10 al Only ci 1-Day $13.15 $16.00 $1.0—$1.3 • 68% – 104% 1-day premium to unaffected, based on 25th to 75th percentile of selected precedent transactions since 2018 with TV of $1-$10bn and a target with a pre-commercial stage product ommer $17.60 s—C i s 52-Week High $19.70 $26.15 $1.7—$2.3 • 25% – 66% 52-week premium to unaffected, based on 25th to 75th percentile of selected precedent l y Pre transactions since 2018 with TV of $1-$10bn and a target with a pre-commercial stage product Purposes A na ia $12.50 • 60% – 138% 1-day premium to unaffected, based on 25th to 75th percentile of selected precedent l a 1-Day $12.55 $18.70 $1.0—$1.6 Prem i c transactions since 2018 with TV of $1-$10bn and a target with a commercial stage product m er $12.70 Reference om • (18%) – 30% 52-week premium to unaffected, based on 25th to 75th percentile of selected precedent C 52-Week High $12.90 $20.50 $1.0—$1.7 transactions since 2018 with TV of $1-$10bn and a target with a commercial stage product For tives 52-Week High / $7.15 $15.75 • 52-week trading range of $7.16 per share (March 18, 2020) to $15.75 per share (January 6, 2020) c $0.5—$1.3 Low sp e r Pe • Analyst price target range of 3 research analysts Analyst Price - Low price target of $18 per share based on Jefferies equity research report from November 2, 2020, high ket $18.00 $28.00 $1.5—$2.4 r a Targets price target of $28 per share based on H.C. Wainwright equity research report from August 19, 2020 M - Median price target of $23 per share $0 $5 $10 $15 $20 $25 $30 $35 For reference only: 1. Implied share price of $7.25 using estimated multiple on BridgeBio acquisition of Eidos Therapeutics of ~0.8x L+5 Revenue 2. Implied share price of $11.10 using BridgeBio acquisition of Eidos Therapeutics 1-day unaffected share price premium of ~41% 3. Implied share price of $17.60 using BridgeBio acquisition of Eidos Therapeutics 52-week unaffected share price premium of ~12% 4. Implied share price of $12.50 using Ionis acquisition of Akcea Therapeutics 1-day unaffected share price premium of ~59% 5. Implied share price of $12.70 using Ionis acquisition of Akcea Therapeutics 52-week unaffected share price premium of ~(19%) Source: Management, equity research, and FactSet. 16 Note: Market data as of November 9, 2020. Figures rounded to nearest $5mm and $0.05 per share. 1 Assuming financing for all outcomes. 2 Based on Probability-Adjusted Beta Special Committee Forecast. Midpoint of the range is $14.65 per share assuming 10% WACC and TGR of -20%. Terminal value represents ~0% of total enterprise value.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Preliminary and Illustrative Probability-Adjusted Sum-of-the-Parts DCF ($ in millions, except per share values) Equity Value per Share Commentary Value / Share • Valuation date of December 31, $20 2020 Offer Price: $16.25 • 18.25-year DCF forecast through March 2039 $0.25 - See Appendix for DCF analysis $0.40 15 $0.30 • Assumed $350mm equity $0.90 financing at 17.5% discount to ($3.70) 15-day VWAP $2.05 • Terminal value in 2039 based on terminal growth rate of (20%) Current Share Price: - Represents ~0% of total 10 $7.85 enterprise value • WACC of 10% $14.50 $14.65 - See Appendix for WACC $12.30 analysis 5 • U.S. and Swiss tax rate of 21% and 13.04%, respectively - 70% / 30% positive EBIT allocation between U.S. and Switzerland 0 - 95.5% of losses are allocated to OAB BPH IBS-Pain 902 G&A Total Net Cash NOLs Total Equity Switzerland and accrue as Enterprise Value usable NOLs Value • Projected net cash of POS 100% 100% 20% 15% N/A N/A N/A N/A N/A approximately $189mm1 as of NPV $1,343 $82 $38 $25 ($345) $1,143 $189 $27 $1,360 December 31, 2020 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 17 Note: Market data as of November 9, 2020. Figures rounded to nearest $5mm and $0.05 per share. Due to rounding, numbers in table may not sum to numbers in bar chart above. 1 Balances as of 9/30/2020 pro forma for October 2020—December 2020 drawdowns on credit facility, $14mm FDA approval milestone payment, and Q3 2020 expected cash burn.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Preliminary and Illustrative Probability-Adjusted DCF Sensitivity Analysis ($ per share) Sensitivity Equity Value per Share Comments Base Case DCF Value: $14.65 • Current: L+4 revenue growth rates based on bottoms-up forecast • Sensitivity: Assumes 2024 generic Myrbetriq pressures result in OAB Growth Rate ($9.00) +$10.35 flat market share 2024 and beyond – L+4 revenue growth rates based on more consistent growth in outer years • Current: 80% PoS • Sensitivity: 50% PoS – 100% PoS BPH POS ($0.20) +$0.85 • Current: 20% cumulative PoS • Sensitivity: 0% PoS – 46% PoS, where 46% represents IBS POS ($0.50) +$1.60 increased PoS from successfully completing the next phase of clinical development • Current: 15% cumulative PoS • Sensitivity: 0% PoS – 55% PoS, where 55% represents 902 POS ($0.35) +$1.95 increased PoS from successfully completing the next phase of clinical development • Current: No Ex-U.S. • Sensitivity: Ex-U.S. revenue in OAB, OAB in men with BPH, Ex-U.S. Revenue $0.00 +$2.25 IBS-associated pain and 902 based on management projections • Current: 10% • Sensitivity: 8.5%—11.5% WACC ($1.85) +$2.15 $2 $7 $12 $17 $22 $27 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 18 Note: Market data as of November 9, 2020. POS is probability of success. Figures rounded to nearest $0.05 per share.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Special Committee Case Preliminary and Illustrative Probability-Adjusted DCF Sensitivity Analysis (cont’d) ($ per share) Sensitivity Equity Value per Share Comments Base Case DCF Value: $14.65 • Current: $350mm equity financing at 17.5% discount to 15-day VWAP • Sensitivity: $400mm total equity financing – no Financing Size ($0.65) +$12.60 equity financing • Current: 17.5% discount to current 15-day VWAP of $7.98 • Sensitivity: 20% discount to share price – 8% Share Price Discount ($0.25) +$1.70 discount to share price • Current: Equity financing assuming current 15-day VWAP of $7.98 • Sensitivity: Equity financing assuming 10% Current Share Price ($0.90) +$1.90 lower share price – 10% higher share price • Current: Current 15-day VWAP for both rounds of financing Share Price for Second • Sensitivity: 30% lower share price for second ($0.45) +$1.40 Financing financing – 10% higher share price for second financing $10 $15 $20 $25 $30 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 19 Note: Market data as of November 9, 2020. Figures rounded to nearest $0.05 per share.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Selected Comparable Companies ($ in millions) Below are selected publicly traded non-oncology biotech companies with near-to-market or recently launched first products Lead Product Market Enterprise % of 52-Week L+5 EV / Company Status Value Value High Revenue2 L+5 Revenue Product Indication 1 (Approval ) Voclosporin Lupus Nephritis Filed (1/22/21) $1,817 $1,379 64% $1,047 1.3x Fintepla Dravet Syndrome Marketed (6/25/20) 3 1,291 961 41% 749 1.3x (fenfluramine) LGS Filing POMC & LEPR Deficiency Setmelanotide Filed (11/27/20) 1,089 887 79% 812 1.1x Obesity Nexletol Marketed Hypercholesterolemia 787 572 38% 621 0.9x (bempedoic acid) (2/21/20) Orladeyo Hereditary Angioedema Filed (12/3/20) 744 693 69% 465 1.5x (berotralstat) Chronic Graft vs. Host 4 Belumosudil Filing 577 462 64% 617 0.7x Disease Ibsrela Chronic Kidney Disease 5 Filed (4/29/21)5 508 373 64% 617 0.6x (tenapanor) Zokinvy Progeria & Progeroid Filed (11/20/20) 312 212 60% 358 0.6x (lonafarnib) Laminopathies 75th Percentile: $1,139 $906 66% $765 1.3x Median: 766 632 64% 619 1.0x Mean: 891 692 60% 661 1.0x 25th Percentile: 560 440 55% 579 0.7x Memo: 6 Beta Vibegron Overactive Bladder Filed (12/26/20) $272 $433 50% $627 0.7x Source: FactSet, Evaluate Pharma, company filings, websites, and corporate presentations. Note: Market data as of November 9, 2020. For companies with products launching prior to 6/30, the Launch year is defined as L+1. For launches after 6/30, the year in which the product launches is defined as L+0. Launch assumed shortly after approval date / expected approval. 1 Represents FDA approval date, if marketed. Represents PDUFA date, if BLA / NDA filed. 2 Revenue estimates represent broker median estimate for L+5. 20 3 FDA meeting to discuss sNDA held in September. 4 NDA filed on September 30, 2020; PDUFA date not yet provided. 5 Approved in IBS-C, but not yet promoted pending partnering. 6 Unadjusted Beta Special Committee Forecast as of November 2020.


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DRAFT P R O J E C T S A L A M A N D E R PRELIMINARY & ILLUSTRATIVE Overview of Selected Precedent Transactions ($ in millions) Below are precedent transactions involving non-oncology biotech companies with near-to-market or recently launched first products Lead Program Consideration Upfront / L+5 Ann. Date Acquiror Target 3 L+5 Product Indication Status (Approval) Upfront Total Revenue Revenue Oct-20 Acoramidis ATTR Phase III $2,753 $2,753 $3,658 0.8x Aug-20 Palforzia Food Allergy Marketed (1/31/20) 2,411 2,411 958 2.5x Chronic immune Sep-19 Doptelet Marketed (6/27/19) 800 846 631 1.3x thrombocytopenia Sep-19 Eptinezumab Migraine prevention Filed (2/21/20) 1,577 1,798 623 2.5x Fibrodysplasia 1 Feb-19 Palovarotene Filing 857 1,103 678 1.3x ossificans progressiva 2 Jan-18 Cx601 Crohn’s disease Filed 579 579 240 2.4x Jul-16 Veltassa Hyperkalemia Marketed (10/21/15) 1,432 1,432 532 2.7x 75th Percentile: $1,994 $2,105 $818 2.5x Median: 1,432 1,432 631 2.4x Mean: 1,487 1,561 1,046 1.9x 25th Percentile: 828 975 577 1.3x Source: Company filings, press releases, and equity research. Note: For companies with products launching prior to 6/30, the Launch year is defined as L+1. For launches after 6/30, the year in which the product launches is defined as L+0. Launch assumed shortly after approval date / expected approval. Eidos expected launch in H2 2022 based on broker consensus. 21 1 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019. 2 Filed with EMA and had a positive CHMP opinion. In pivotal trial in the U.S. 3 Transaction totals include contingent consideration.


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DRAFT C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Appendix


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Overview of the Company’s Top 25 Shareholders ($ in millions, except per share values) There is a high concentration of ownership among top 25 shareholders and relatively low weighted-average cost basis % Ownership Ownership Stake and Position Current Estimated # Shareholder of the Minority Cumulative Holdings (000s) Market Value Cost Basis Stake 1 Salamander 72.5% 22,963 $186 NA NA 2 Perceptive Advisors 7.5% 80.0% 2,367 19 27.2% 9.34 3 Keith Katkin 3.9% 84.0% 1,250 10 14.4% 12.20 4 Baker Bros. Advisors 3.2% 87.1% 1,000 8 11.5% 10.90 5 Fidelity Management & Research 2.3% Top 5 89.4% 713 6 8.2% 10.89 6 Alyeska Investment Group 2.0% 91.3% 621 5 7.1% 11.35 7 Pekin Hardy Strauss 1.2% 92.5% 387 3 4.5% 11.38 8 BlackRock 1.0% 93.5% 310 3 3.6% 10.99 9 Samsara Biocapital 0.5% 94.0% 157 1 1.8% 10.00 10 Cornelia Haag-Molkenteller 0.5% Top 10 94.5% 145 1 1.7% 10.98 11 Vanguard 0.4% 94.9% 131 1 1.5% 10.08 12 Bryan Smith 0.4% 95.3% 128 1 1.5% 10.91 13 Renaissance Technologies 0.3% 95.6% 109 1 1.3% 10.08 14 Walt Johnston 0.3% 96.0% 109 1 1.2% 10.08 15 Banco Bilbao Vizcaya Argentaria 0.3% Top 15 96.3% 102 1 1.2% 10.08 16 Infinity Q Capital Management 0.3% 96.6% 95 1 1.1% 10.15 17 Wildcat Capital Management 0.3% 96.9% 95 1 1.1% 8.89 18 Geode Capital Management 0.3% 97.2% 89 1 1.0% 9.50 19 Christine Ocampo 0.2% 97.4% 77 1 0.9% 10.98 20 Northern Trust 0.2% Top 20 97.6% 59 0 0.7% 10.06 21 Kornitzer Capital Management 0.2% 97.8% 51 0 0.6% 10.98 22 Kovitz Investment Group 0.1% 97.9% 39 0 0.4% NA 23 Wells Fargo 0.1% 98.0% 38 0 0.4% 10.27 24 Millennium Management 0.1% 98.1% 35 0 0.4% 10.08 25 Personal CFO Solutions 0.1% Top 25 98.2% 34 0 0.4% 10.08 Weighted-Average Cost Basis $10.58 Source: Bloomberg and FactSet. 22 Note: Market value as of November 9, 2020.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Declining short interest in Beta Modest Short Pressure Suggesting No Short Thesis signals improving sentiment Beta short interest has declined from a recent high of 1.5mm shares in December ’19 to 0.8mm shares currently, but remains high at 11% of the float; short interest trends are an important sentiment indicator Short Interest (LS) vs. Price (RS) – November ’18 to November ’20 Commentary Unwinding short interest • Low liquidity such 1.8m contributed to late ’19 / that relatively early ’20 spike small trades can $16 have large price 1.6m impacts • On-exchange and 1.4m off-exchange $14 Beta short interest is volume on trending lower indicating 12/31/2019 were improving sentiment Beta 1.2m ~6.0x and ~6.5x SI 0.8mm the average daily $12 trading volume, 1.0m respectively Interest • Short interest Price declined from $10 Short 0.8m 1.1mm shares as of 12/31/2019 to 842k shares as of 0.6m Beta $8 1/15/2020 PX $7.85 • Likely that three 0.4m large blocks executed on $6 12/31/2019 and 0.2m short covering at year end contributed to the 0 $4 unusual price Nov ‘18 Feb ‘19 May ‘19 Aug ‘19 Nov ‘19 Feb ‘20 May ‘20 Aug ‘20 Nov ‘20 increase around 12/31/2019 Source: Bloomberg. 23 Note: Market data as of November 9, 2020.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Elevated block trading in November Block Trading Activity ’19 and December ’19 likely associated with Baker Brothers stake Block trading is off-exchange share trading in large size and is the preferred means of hedge funds and large institutions to trade equities; Beta block trading activity was elevated in Nov and Dec ’19, likely associated with Baker Brothers stake of 1mm shares and has otherwise been modest. Limited off-exchange block trading in the last several months has been $9.00 – $13.40 per share November ’19 to November ’20 (# of blocks above 5k shares) Beta Trading Activity 1-Year Average • Block trading volume and the number of blocks traded were particularly high in November ’19 and December ’19, with 3 # of Large Blocks 9 particularly large block trades aggregating 738k shares on # of Shares 154k 11/01/19 at $9.68, likely associated with Baker Brothers’ stake of 1mm shares Trading patterns in 18 November and December • In recent months, consistent with the normal share trading ’19 signal block activity 17 by Baker Brothers volume in Beta shares, off-exchange block activity has been Recent block trading modest activity suggests low 14 hedge fund activity • The low level of block trading suggests minimal shareholder 13 shifts and modest institutional selling 12 12 Block trading represents a key trend to analyze it # of Large • as Blocks previously represented heightened selling activity by large 10 10 institutions Top 10 Largest Blocks since November ’19 Date Volume Price 11/01/19 380,089 $9.68 11/01/19 200,000 $9.68 4 4 11/01/19 158,200 $9.68 3 3 02/11/20 93,393 $11.07 02/11/20 93,393 $11.05 1 06/30/20 54,197 $9.84 12/11/19 50,000 $12.27 November December January February March April May June July August September October November 03/06/20 50,000 $13.40 # of 03/24/20 50,000 $10.08 Shares 738K 262k 161k 199k 224k 195k 51k 277k 128k 92k 23k 77k 10k 01/23/20 47,370 $13.25 Source: Bloomberg. 24 Note: Market data as of November 9, 2020.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Beta – Illustrative Cash Runway Analysis ($ in millions) Inclusive of two equity financings totaling $350mm, Beta is expected to be able to fund operations through September 2022 Illustrative Beta Cash Burn Observations $550 Potential First Financing of $200mm • ~$250mm cash as of the end of Q3 2020 Commercial Second Financing of $150mm $500 Approval Launch ~$74mm of cash on the Company’s balance—$450 sheet $400—$38mm of cash drawn down from Salamander credit facility in November 2020 $350 $337—$14mm FDA approval milestone payment $300 $273 $249 $200mm in Q3 2020 and—equity financing $250 $221 $150mm equity financing in Q4 2020 $200 $174—~$50mm of cash burn in Q3 2020 $150 $133 • Current cash position expected to fund $100 operations through September 2022 $69 • Limited float and low trading volume may $50 $16 make substantial follow-on equity raise Q3 ’22 Q4 ‘22 Q1 ‘23 Q2 ‘23 challenging $0 Q3 ‘20 Q4 ‘20 Q1 ‘21 Q2 ‘21 Q3 ‘21 Q4 ‘21 Q1 ‘22 Q2 ‘22 • Standstill agreement with Salamander ($50) ($29) effectively requires their pro rata ($70) participation to use equity issuance as a ($100) source of cash ($150) ($110) • Covenants on Salamander Credit Facility ($142) also limit ability to access some types of ($200) debt financing Source: Management and Company filings. 25


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Preliminary Probability-Adjusted DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 158 361 459 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $158 $365 $472 $621 $732 $845 $933 $1,001 $1,047 $1,105 $1,151 $1,173 $201 $90 $58 $47 $34 % Growth n/m 183% 131% 29% 32% 18% 15% 10% 7% 5% 6% 4% 2% (83%) (55%) (36%) (19%) (28%) COGS 0 6 21 26 34 44 52 60 65 70 72 76 79 80 13 5 3 2 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% 5% Merck Royalty 0 6 16 38 49 67 80 93 102 110 116 123 128 131 17 6 3 1 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $121 $301 $389 $510 $600 $692 $764 $820 $856 $904 $941 $958 $167 $75 $48 $39 $28 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D 81 72 71 77 62 41 26 18 17 17 17 15 14 13 11 10 9 8 6 % Margin n/m 130% 45% 21% 13% 7% 4% 2% 2% 2% 2% 1% 1% 1% 6% 11% 15% 16% 19% S&M 62 127 162 186 195 231 247 261 244 218 173 175 177 176 28 11 5 4 2 % Margin n/m 227% 103% 51% 41% 37% 34% 31% 26% 22% 16% 16% 15% 15% 14% 12% 9% 7% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 25% 11% 9% 7% 6% 6% 5% 5% 5% 5% 4% 2% 14% 31% 48% 59% 83% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 3% 5% 6% 8% Sunovion Co-Promote 0 0 0 16 26 34 41 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($154) ($21) $61 $158 $239 $324 $454 $535 $615 $660 $696 $738 $97 $23 $3 ($3) ($11) % Margin NA NA NA NA 13% 25% 33% 38% 49% 53% 59% 60% 60% 63% 48% 26% 5% NA NA (-) Switzerland Taxes 0 0 0 0 (2) (6) (9) (13) (18) (21) (24) (26) (27) (29) (4) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 0 (9) (23) (33) (47) (66) (78) (90) (96) (102) (108) (14) (3) (0) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 1 3 4 5 6 7 7 8 8 9 9 9 2 1 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (1) (3) (4) (5) (6) (7) (7) (8) (8) (9) (9) (9) (2) (1) (0) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (5) (10) (5) (7) (6) (6) (4) (3) (2) (3) (2) (1) 49 6 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($157) ($29) $47 $124 $201 $263 $370 $436 $503 $539 $569 $604 $128 $25 $4 ($2) ($10) % Margin n/m n/m n/m n/m 10% 20% 27% 31% 40% 44% 48% 49% 49% 52% 64% 27% 7% n/m n/m EBITDA ($170) ($195) ($153) ($18) $65 $163 $245 $331 $461 $543 $624 $669 $705 $748 $99 $24 $4 ($2) ($11) % Margin n/m n/m n/m n/m 14% 26% 33% 39% 49% 54% 60% 61% 61% 64% 49% 27% 6% n/m n/m PV of PV of Terminal Value (TV) Equity Value Per Share With Discount Enterprise Value with TGR of: PV of Equity Value With TGR of: Rate Cash With TGR of: Net Debt NOLs TGR of: Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $1,380 ($4) ($7) ($12) $1,346 $1,343 $1,338 $189 $30 $1,565 $1,563 $1,558 $16.82 $16.79 $16.74 10.0% 1,175 (3) (5) (9) = 1,145 1,143 1,140 + 189 + 27 = 1,361 1,360 1,356 14.67 14.66 14.62 11.5% 1,000 (3) (4) (6) 972 971 968 189 25 1,187 1,185 1,183 12.83 12.82 12.79 Source: Beta Special Committee Forecast as of November 2020. 26 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Street Case Street Case Probability-Adjusted DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Commentary Vibegron U.S. Sales 0 91 238 351 473 552 580 609 639 671 705 740 777 Vibegron EU Royalties 0 0 0 0 0 0 0 0 0 0 0 0 0 • Most forecast Net Revenue $0 $91 $238 $351 $473 $552 $580 $609 $639 $671 $705 $740 $777 assumptions based % Growth n.m. 163% 47% 35% 17% 5% 5% 5% 5% 5% 5% 5% on Jefferies 11/2 COGS 0 7 19 28 38 44 46 49 51 54 56 59 62 updated report with Gross Profit $0 $84 $219 $323 $435 $508 $533 $560 $588 $617 $648 $681 $715 some modifications: % Margin n.m. 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% Vibegron Royalty Payments 0 10 26 39 52 61 64 67 70 74 78 81 85 % Margin n.m. 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% •1 Assumes R&D runoff R&D 66 86 43 22 11 5 3 3 3 3 3 3 3 starting in 2022 that % Margin n.m. 95% 18% 6% 2% 1% 1% 0% 0% 0% 0% 0% 0% SG&A 91 164 188 207 223 239 253 266 277 288 299 311 324 flatlines at $3mm, % Margin n.m. 180% 79% 59% 47% 43% 44% 44% 43% 43% 42% 42% 42% beginning in 2026 Payment to Licensing Partners 30 0 0 20 0 0 20 0 0 0 0 0 0 % Margin n.m. 0% 0% 6% 0% 0% 3% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($187) ($176) ($38) $36 $149 $203 $193 $224 $238 $253 $268 $285 $303 •2 Applies Swiss tax % Margin n.m. NA NA 10% 32% 37% 33% 37% 37% 38% 38% 39% 39% domicile and NOL (-) Switzerland Taxes 0 0 0 (1) (6) (8) (8) (9) (9) (10) (10) (11) (12) balance % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 (5) (22) (30) (28) (33) (35) (37) (39) (42) (44) % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% •3 Net cash of $189mm NOPAT ($187) ($176) ($38) $29 $121 $165 $157 $182 $194 $206 $218 $232 $246 assumes two equity % Margin n.m. NA NA 8% 26% 30% 27% 30% 30% 31% 31% 31% 32% financings of $200mm Depreciation 0 0 0 0 0 0 0 0 0 0 0 0 0 and $150mm in Q3 % of Revenue n.m. 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 2020 and Q4 2020, CapEx 0 (5) (5) (5) (5) (5) (5) (5) (5) (5) 5 5 5 % Margin n.m. 6% 2% 1% 1% 1% 1% 1% 1% 1% (1%) (1%) (1%) respectively â^† in NWC 0 (12) (18) (15) (16) (11) (6) (6) (6) (7) (7) (7) (7) % of Revenue n.m. (14%) (8%) (4%) (3%) (2%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) •4 Midpoint of the range Unlevered FCF ($187) ($193) ($61) $10 $101 $149 $146 $171 $183 $194 $217 $230 $244 is $9.95 per share PV of Terminal Value (TV) Enterprise Value with TGR of: Equity Value With TGR of: Equity Value Per Share With assuming 10% WACC Discount With TGR of: PV of TGR of: and TGR of (20%) Cash Net Debt Rate NOLs Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $573 $171 $263 $456 $767 $859 $1,052 ($189) $23 $956 $1,049 $1,242 $10.40 $11.38 $13.41 •5 Terminal value represents ~30% of 10.0% $490 $140 $213 $359 = $651 $724 $871 + ($189) + $21 = $841 $914 $1,060 $9.17 $9.95 $11.50 total enterprise value 11.5% $418 $115 $173 $285 $553 $611 $723 ($189) $20 $742 $800 $912 $8.12 $8.74 $9.93 Source: Jefferies as of November 2, 2020. 27 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Management Case Preliminary Probability-Adjusted Management DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 158 361 559 701 824 933 1,021 1,099 1,153 1,187 1,211 1,223 183 64 29 16 9 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $158 $365 $572 $724 $861 $1,006 $1,128 $1,235 $1,317 $1,383 $1,435 $1,460 $244 $105 $65 $51 $36 % Growth n/m 183% 131% 57% 27% 19% 17% 12% 9% 7% 5% 4% 2% (83%) (57%) (38%) (22%) (29%) COGS 0 6 21 26 41 52 61 71 79 86 92 96 99 101 16 6 4 3 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% Merck Royalty 0 6 16 38 61 79 95 112 126 138 148 156 162 165 22 7 3 2 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $121 $302 $470 $593 $705 $823 $923 $1,009 $1,075 $1,129 $1,171 $1,190 $202 $87 $54 $42 $30 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D % Margin n/m 81 130% 73 45% 71 21% 77 11% 62 6% 41 3% 26 2% 18 1% 17 1% 17 1% 17 1% 15 1% 14 1% 13 5% 12 10% 10 14% 9 15% 8 18% 6 S&M 62 127 162 187 195 221 237 252 238 213 213 217 219 219 34 13 6 4 2 % Margin n/m 227% 103% 51% 34% 31% 28% 25% 21% 17% 16% 16% 15% 15% 14% 12% 10% 8% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 25% 11% 8% 6% 5% 5% 4% 4% 4% 4% 4% 2% 11% 27% 43% 55% 78% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 3% 4% 5% 8% Sunovion Co-Promote 0 0 0 16 31 39 48 22 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($154) ($22) $136 $245 $346 $480 $618 $728 $793 $843 $883 $927 $126 $34 $8 ($0) ($10) % Margin NA NA NA NA 24% 34% 40% 48% 55% 59% 60% 61% 62% 64% 52% 32% 12% NA NA (-) Switzerland Taxes 0 0 0 0 (5) (9) (13) (18) (24) (28) (31) (33) (34) (36) (5) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 0 (19) (36) (49) (67) (90) (106) (116) (123) (129) (135) (18) (5) (1) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 1 3 5 6 7 8 9 10 11 11 11 12 2 1 1 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (1) (3) (5) (6) (7) (8) (9) (10) (11) (11) (11) (12) (2) (1) (1) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (5) (10) (10) (8) (7) (7) (6) (5) (4) (3) (3) (1) 61 7 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 6 2 11 19 6 6 6 6 6 6 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($158) ($30) $109 $196 $288 $408 $506 $596 $650 $692 $725 $762 $164 $35 $8 $0 ($9) % Margin n/m n/m n/m n/m 19% 27% 33% 41% 45% 48% 49% 50% 51% 52% 67% 33% 13% 1% n/m EBITDA ($170) ($195) ($153) ($19) $141 $251 $353 $488 $627 $738 $804 $855 $895 $939 $128 $34 $8 $0 ($9) % Margin n/m n/m n/m n/m 25% 35% 41% 49% 56% 60% 61% 62% 62% 64% 52% 33% 13% 0% n/m PV of PV of Terminal Value (TV) Equity Value Per Share With Discount Enterprise Value with TGR of: PV of Equity Value With TGR of: Rate Cash With TGR of: Net Debt NOLs TGR of: Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $2,036 ($4) ($6) ($10) $1,991 $1,989 $1,985 $189 $41 $2,222 $2,220 $2,215 $23.74 $23.72 $23.68 10.0% 1,760 (3) (4) (7) = 1,719 1,717 1,714 + 189 + 38 = 1,946 1,945 1,942 20.84 20.82 20.79 11.5% 1,522 (2) (3) (5) 1,485 1,484 1,481 189 35 1,709 1,708 1,706 18.34 18.33 18.30 Source: Beta Management Forecast as of November 2020. 28 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Recent Biotech Follow-on Discounts: Market Caps between $100mm – $500mm ($ in millions) Pricing Date Issuer Deal Value Market Cap % of Mkt Cap File-to Offer Discount to Last Offer-to 1 Day Offer-to 1 Week Offer-to Current 10/22/20 Milestone Pharmaceuticals $52 $173 30.1% (25.0%) (25.0%) 14.3% —- 14.3% 10/21/20 Aptinyx 48 183 26.2% (30.2%) (23.1%) 6.0% —- 4.2% 10/20/20 BELLUS Health 40 140 28.6% (3.0%) (3.0%) 6.7% —- 8.9% 10/01/20 LogicBio Therapeutics 48 215 22.4% (33.9%) (33.9%) 3.3% 20.7% (6.0%) 09/30/20 Cardiff Oncology 88 332 26.5% (3.6%) (3.6%) 5.1% (4.7%) 5.4% 09/17/20 Humanigen 78 438 17.8% (14.1%) (18.3%) 13.5% 9.4% 52.4% 09/17/20 NuCana 81 176 46.1% (20.9%) (20.9%) 1.8% 8.9% 24.2% 09/16/20 89Bio 92 492 18.7% (23.8%) (4.1%) (11.1%) (13.1%) (12.8%) 09/16/20 Strongbridge Biopharma 26 152 17.1% (19.6%) (19.6%) (0.9%) (4.0%) (6.7%) 09/11/20 Spero Therapeutics 80 235 34.0% (21.9%) (10.1%) (0.9%) 0.0% 40.2% 09/01/20 Zosano Pharma 21 112 18.8% (19.9%) (19.6%) 17.2% 4.2% (66.7%) 08/27/20 Odonate Therapeutics 92 477 19.3% (18.3%) (4.0%) 25.5% 5.5% 15.9% 08/25/20 Ovid Therapeutics 50 364 13.8% 25.6% 25.6% (20.8%) (28.3%) (33.3%) 08/13/20 Equillium 38 156 24.4% (20.6%) (20.6%) 3.4% (2.3%) (16.6%) 08/04/20 Immunic 104 291 35.8% (18.2%) (7.4%) 0.2% 8.4% (5.4%) 07/30/20 Spectrum Pharmaceuticals 75 452 16.6% (22.7%) (22.7%) 3.3% 20.0% 13.3% 07/28/20 TCR2 Therapeutics 143 392 36.5% (5.4%) (4.8%) 16.0% 2.7% 34.8% 07/28/20 ESSA Pharma 49 130 37.8% (3.9%) (3.7%) 13.3% 12.5% 1.7% 07/22/20 CASI Pharmaceuticals 44 225 19.6% (14.8%) (14.8%) 0.0% 4.7% (6.8%) 07/16/20 Atreca 125 410 30.5% (13.1%) (13.1%) (6.9%) (6.1%) (9.3%) 07/16/20 INmune Bio 25 141 17.7% (23.4%) (23.4%) 7.3% 27.7% (17.6%) 07/15/20 Aptose Biosciences 55 477 11.5% (16.1%) (16.1%) 2.7% 1.9% (2.9%) 07/13/20 Osmotica Pharmaceuticals 33 455 7.3% (15.2%) (15.2%) (6.0%) (5.2%) (9.3%) 07/09/20 Otonomy 69 110 62.8% (8.7%) (8.7%) 18.5% 31.4% 16.6% 07/07/20 89Bio 84 456 18.4% (0.4%) (16.8%) 12.6% 13.2% (11.2%) 07/01/20 Chiasma 80 227 35.2% (25.7%) (25.7%) 16.3% 16.5% (3.0%) 06/29/20 Liquidia Technologies 75 303 24.8% (25.0%) (25.0%) 5.3% (1.5%) (43.2%) 06/25/20 Xeris Pharmaceuticals 23 102 22.5% (48.8%) 0.0% (7.7%) 2.6% 104.4% 06/24/20 Evelo Biosciences 52 130 40.1% (6.5%) (6.5%) 30.7% 32.0% 28.3% 06/24/20 Magenta Therapeutics 69 383 18.0% (17.3%) (17.3%) 3.9% (5.3%) (11.9%) 30 Transactions 75th Percentile: $80 $406 33.1% (9.8%) (5.2%) 13.5% 12.9% 15.5% Mean: 65 278 26.0% (16.5%) (13.4%) 5.7% 5.6% 3.4% Median: 62 231 23.4% (18.2%) (15.6%) 4.5% 4.2% (2.9%) 25th Percentile: 45 153 18.1% (23.2%) (20.8%) 0.1% (3.2%) (10.7%) Source: FactSet. 29 Note: Includes recent biotech follow-ons for companies with market caps of $100-500mm.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Summary P&L Forecast – US OAB Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross OAB Revenue 1 75 280 726 923 1,203 1,397 1,554 1,659 1,741 1,775 1,828 1,865 1,883 283 99 44 24 13 % Growth n/m 275% 159% 27% 30% 16% 11% 7% 5% 2% 3% 2% 1% (85%) (65%) (55%) (45%) (45%) Net Revenue $1 $56 $158 $361 $459 $598 $695 $773 $825 $866 $883 $909 $927 $936 $140 $49 $22 $12 $7 % Growth n/m 183% 129% 27% 30% 16% 11% 7% 5% 2% 3% 2% 1% (85%) (65%) (55%) (45%) (45%) COGS 0 6 21 26 33 43 49 55 59 62 63 65 66 67 10 4 2 1 0 % Margin 0% 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% Merck Royalty 0 6 16 37 48 65 76 86 93 99 101 105 107 108 14 5 2 1 1 Gross Profit $1 $45 $121 $298 $378 $491 $569 $631 $673 $706 $719 $740 $754 $762 $116 $41 $18 $10 $6 % Margin 90% 80% 77% 83% 82% 82% 82% 82% 82% 81% 81% 81% 81% 81% 83% 83% 83% 83% 83% R&D 64 54 41 42 42 32 23 14 14 14 14 13 12 11 10 9 8 7 5 % Margin n/m 97% 26% 12% 9% 5% 3% 2% 2% 2% 2% 1% 1% 1% 7% 18% 34% 54% 81% S&M 62 127 162 177 185 219 228 222 203 177 133 137 140 142 21 7 3 2 1 % Margin n/m 227% 103% 49% 40% 37% 33% 29% 25% 20% 15% 15% 15% 15% 15% 15% 15% 15% 15% Co-Promote 0 0 0 15 24 32 39 38 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($126) ($136) ($82) $64 $127 $208 $279 $356 $456 $515 $572 $590 $602 $609 $85 $25 $7 $2 ($1) % Margin n/m n/m n/m 18% 28% 35% 40% 46% 55% 59% 65% 65% 65% 65% 61% 50% 33% 14% n/m D&A 0 0 1 3 4 5 6 6 7 7 7 7 7 7 1 0 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($126) ($136) ($81) $67 $131 $213 $285 $363 $462 $522 $579 $597 $610 $616 $86 $25 $8 $2 ($1) % Margin n/m n/m n/m 18% 29% 36% 41% 47% 56% 60% 66% 66% 66% 66% 62% 51% 34% 15% n/m Memo: Cumulative PoS: 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 30 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Summary P&L Forecast – US BPH Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross BPH Revenue 0 0 0 7 25 46 68 88 100 106 112 121 129 136 20 7 3 2 1 % Growth n/m n/m n/m 253% 81% 48% 29% 14% 6% 6% 8% 7% 6% (85%) (65%) (55%) (45%) (45%) Net Revenue $0 $0 $0 $4 $13 $23 $34 $44 $50 $53 $56 $60 $64 $68 $10 $4 $2 $1 $0 % Growth n/m n/m n/m 252% 81% 48% 29% 14% 6% 6% 8% 7% 6% (85%) (65%) (55%) (45%) (45%) COGS 0 0 0 0 1 2 2 3 4 4 4 4 5 5 1 0 0 0 0 % Margin n/m n/m n/m 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% Merck Royalty 0 0 0 0 1 2 3 4 4 5 5 6 6 6 1 0 0 0 0 Gross Profit $0 $0 $0 $3 $11 $19 $28 $37 $42 $44 $47 $50 $54 $57 $9 $3 $1 $1 $0 % Margin n/m n/m n/m 85% 85% 84% 84% 84% 84% 84% 84% 84% 84% 84% 85% 85% 85% 85% 85% R&D 4 3 2 2 2 2 1 1 1 1 1 1 1 1 0 0 0 0 0 % Margin n/m n/m n/m 59% 16% 7% 3% 2% 1% 1% 1% 1% 1% 1% 5% 12% 24% 37% 56% S&M 0 0 0 9 9 11 11 11 10 9 7 7 7 7 1 0 0 0 0 % Margin n/m n/m n/m 248% 73% 48% 34% 25% 20% 17% 12% 11% 11% 10% 10% 10% 10% 10% 10% Co-Promote 0 0 0 1 1 2 2 2 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m 21% 10% 7% 6% 4% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($4) ($3) ($2) ($9) ($2) $5 $14 $23 $31 $35 $39 $43 $46 $49 $7 $2 $1 $0 $0 % Margin n/m n/m n/m n/m n/m 22% 41% 53% 62% 66% 71% 71% 72% 72% 70% 62% 51% 38% 19% D&A 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 % Margin n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($4) ($3) ($2) ($9) ($2) $5 $14 $23 $31 $35 $40 $43 $47 $50 $7 $2 $1 $0 $0 % Margin n/m n/m n/m n/m n/m 23% 42% 53% 63% 67% 72% 72% 73% 73% 71% 63% 52% 39% 20% Memo: Cumulative PoS: 100% 100% 100% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% Merck Sales Milestone Amort. 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 31 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Summary P&L Forecast – US IBS Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross IBS Revenue 0 0 0 0 0 0 7 35 66 101 139 182 221 234 35 12 6 3 2 % Growth n/m n/m n/m n/m n/m n/m 412% 90% 53% 38% 31% 21% 6% (85%) (65%) (55%) (45%) (45%) Net Revenue $0 $0 $0 $0 $0 $0 $4 $21 $40 $60 $84 $109 $132 $140 $21 $7 $3 $2 $1 % Growth n/m n/m n/m n/m n/m n/m 412% 90% 53% 38% 31% 21% 6% (85%) (65%) (55%) (45%) (45%) COGS 0 0 0 0 0 0 0 1 2 3 4 6 7 7 1 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 6% 6% 6% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% Merck Royalty 0 0 0 0 0 0 0 2 4 7 10 13 15 16 2 1 0 0 0 Gross Profit $0 $0 $0 $0 $0 $0 $3 $17 $33 $50 $70 $91 $110 $116 $18 $6 $3 $2 $1 % Margin n/m n/m n/m n/m n/m n/m 83% 83% 83% 83% 83% 83% 83% 83% 85% 85% 85% 85% 85% R&D 4 7 19 17 6 2 1 3 1 1 1 1 1 1 1 1 1 0 0 % Margin n/m n/m n/m n/m n/m n/m 31% 13% 3% 2% 1% 1% 1% 1% 3% 8% 16% 25% 38% S&M 0 0 0 0 0 1 7 25 27 29 30 28 27 25 4 1 1 0 0 % Margin n/m n/m n/m n/m n/m n/m 173% 120% 68% 48% 36% 26% 20% 18% 18% 18% 18% 18% 18% Co-Promote 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($4) ($7) ($19) ($17) ($7) ($3) ($5) ($10) $5 $20 $39 $62 $82 $90 $13 $4 $2 $1 $0 % Margin n/m n/m n/m n/m n/m n/m n/m n/m 12% 34% 46% 56% 62% 64% 63% 58% 50% 41% 28% D&A 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($4) ($7) ($19) ($17) ($7) ($3) ($5) ($10) $5 $21 $39 $63 $83 $92 $13 $4 $2 $1 $0 % Margin n/m n/m n/m n/m n/m n/m n/m n/m 13% 34% 47% 57% 63% 65% 64% 59% 51% 42% 29% Memo: Cumulative PoS: 100% 44% 44% 31% 31% 24% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% Merck Sales Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 32 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Summary P&L Forecast – US 902 Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross 902 Revenue 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 % Growth n/m n/m n/m n/m n/m n/m n/m 122% 21% 10% 8% 5% 3% 3% 3% 3% 3% (20%) Net Revenue $0 $0 $0 $0 $0 $0 $0 $8 $18 $22 $24 $26 $28 $29 $29 $30 $31 $32 $26 % Growth n/m n/m n/m n/m n/m n/m n/m 122% 21% 10% 8% 5% 3% 3% 3% 3% 3% (20%) COGS 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 1 % Margin n/m n/m n/m n/m n/m n/m n/m 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $0 $0 $0 $0 $0 $0 ($0) $7 $17 $20 $21 $23 $23 $23 $24 $25 $26 $27 $21 % Margin n/m n/m n/m n/m n/m n/m n/m 90% 91% 89% 87% 86% 84% 82% 82% 82% 82% 83% 83% R&D 8 8 9 16 12 5 1 1 1 1 1 1 1 1 1 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m n/m 9% 4% 3% 3% 3% 2% 2% 2% 2% 1% 1% 1% S&M 0 0 0 0 0 0 1 2 3 3 3 3 3 2 2 2 1 1 1 % Margin n/m n/m n/m n/m n/m n/m n/m 27% 18% 15% 14% 13% 11% 6% 6% 5% 4% 4% 3% G&A (2) (2) (3) (5) (4) (1) (1) 1 4 5 5 5 6 6 7 7 7 8 6 % Margin n/m n/m n/m n/m n/m n/m n/m 15% 20% 21% 21% 21% 21% 22% 22% 22% 23% 23% 24% EBIT ($8) ($8) ($9) ($16) ($12) ($5) ($2) $4 $12 $16 $17 $19 $20 $21 $22 $23 $24 $25 $20 % Margin n/m n/m n/m n/m n/m n/m n/m 53% 68% 71% 71% 70% 70% 73% 74% 76% 76% 78% 79% D&A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($8) ($8) ($9) ($16) ($12) ($5) ($2) $4 $13 $16 $17 $19 $20 $21 $22 $23 $24 $25 $20 % Margin n/m n/m n/m n/m n/m n/m n/m 54% 69% 71% 71% 71% 71% 74% 75% 76% 77% 79% 80% Memo: Cumulative PoS: 100% 100% 27% 27% 20% 20% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% ICI Regulatory Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 33 Note: Fiscal year ends March 31st.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Pre-Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction 2 Ann. Date Acquiror Target Value 2 52-Week Nam cation Stage of Development Unaffected 30-Day High 5-Oct-20 $2.8 Acora TTR Phase III 41% 79% 12% 19-Aug-20 6.3 Nipocalimab wAIHA, HDFN, MG Phase III 70% 54% 34% 3 17-Aug-20 Rilzabrutini Pemphigus Phase III 35% 59% 35% 2-Mar-20 4 Magrolima S, AML, DLBCL Phase Ib 96% 146% 92% 9-Dec-19 2.3 THOR-707 Solid Tumors Phase III 172% 368% 172% 9-Dec-19 ARQ 531 l Malignancies Phase II 107% 150% 68% 3-Dec-19 2.6 AT132 X-Linked Myotubular Myopathy Filing 110% 106% 46% 5 24-Nov-19 9.3 Inclisira SCVD / FH Filed 45% 49% 45% 16-Oct-19 Danicopan (AC PNH Phase II 73% 60% 31% 10-Oct-19 2.3 Zilucopla / IMNM / ALS Phase III 112% 91% 33% 16-Sep-19 Eptinezumab Migraine Filed 79% 89% (1%) 4-Mar-19 0.7 NSR-REP1 oroideremia (CHM) Phase III 68% 98% (8%) 8 25-Feb-19 1.1 Palovarotene FOP / MO Filed 67% 82% 28% 25-Feb-19 SPK-801 Hem A Phase III 122% 170% 24% 18-Oct-18 Lu-PSMA-6 MA+ mCRPC Phase III 54% 37% 20% Pancreatic, NSCLC, RCC, Other 10-May-18 5 AM0010 Phase III 68% 45% (8%) Solid Tumors 11-Apr-18 8 WTX101 Wilson Disease Phase III 70% 59% 54% 9-Apr-18 0 AVXS-101 SMA Type 1 BLA-ready 88% 65% 59% 31-Jan-18 Tucatinib HER2+ Breast Cancer Phase II 69% 170% 69% 6 29-Jan-18 Caplacizu aTTP Filed 112% 135% 112% 7 22-Jan-18 9.7 JCAR017 Various blood cancers Phase II 91% 95% 38% 9 5-Jan-18 0.6 Cx601 Crohn’s disease Filed 81% 91% 69% = Acquiror previously had material stake in target 75th Percentile: 104% 128% 66% Mean: 83% 105% 47% Median: 76% 90% 37% Source: Company filings, EvaluatePharma and FactSet. 25th Percentile: 68% 59% 25% Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Alexion/Achillion, Lundbeck/Alder, and Ipsen/Clementia. 2 Premium to 1-day unaffected price. 3 Sanofi/Principia statistics based on unaffected date of July 15, 2019 based on release of rumors first reported on July 16, 2019. 4 Gilead/FortySeven Company statistics based on unaffected date of February 27, 2020 based on release of rumors first reported on February 28, 2020. 5 Novartis/Medicines Company statistics based on unaffected date of November 18, 2019 based on release of rumors first reported on November 19, 2019. 6 Sanofi/Ablynx statistics based on unaffected date of January 5, 2018 based on news that Ablynx rejected a bid from Novo Nordisk released on January 8, 2018. 34 7 Celgene/Juno statistics based on unaffected date of January 16, 2018 based on release of rumors first reported on January 17, 2018. 8 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction Ann. Date Acquiror Target Stage of 2 52-Week Name Indication Unaffected 30-Day Development High Dupuytren’s contracture and Peyronie’s 19-Oct-20 XIAFLEX Marketed 45% 60% 30% disease Pre-term Birth Prevention + Iron 1-Oct-20 Makena + Feraheme Marketed 46% 33% 3% Deficiency Anemia 13-Sep-20 19.9 Trodelvy Various Cancers Marketed 108% 117% 97% 31-Aug-20 Palforzia Food Allergy Approved 174% 150% (6%) 31-Aug-20 .5 TEGSEDI Hereditary ATTR Amyloidosis Marketed 59% 56% (19%) 5-May-20 4 Andexxa Haemorrhagic Conditions Marketed 132% 179% (51%) Blastic Plasmacytoid Dendritic Cell 4-May-20 5 ELZONRIS Marketed 142% 158% (35%) Neoplasm (BPDCN) QBREXZA / 10-Jan-20 8 PAH / Atopic Dermatitis Approved / Phase III 138% 168% 27% Lebrikizumab 30-Sep-19 0.8 Doptelet Chronic ITP Marketed 36% 81% 30% 17-Jun-19 11.3 Braftovi + Mektovi Metastatic Melanoma Marketed 62% 116% 62% 7-Jan-19 Vitrakvi (LOXO-101) Solid Tumors Marketed 68% 76% 24% 12-Dec-18 0.3 Trulance CIC / IBS-C Marketed 138% 126% (69%) 4 3-Dec-18 4.9 Zejula (Niraparib) Ovarian Cancer Marketed 182% 73% (15%) 22-Jan-18 3 Eloctate Hemophilia A Marketed 64% 95% 64% = Acquiror previously had material stake in target 75th Percentile: 138% 144% 30% Mean: 100% 106% 10% Median: 88% 106% 13% 25th Percentile: 60% 74% (18%) Source: Company filings, EvaluatePharma, FactSet. Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 35 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Menarini/Stemline and SOBI/Dova. 2 Premium to 1-day unaffected price. 3 Lilly/Dermira statistics based on unaffected date of December 6, 2019, due to significant price appreciation without notable news or catalysts. 4 GSK/Tesaro statistics based on unaffected date of November 15, 2018, 2019 based on release of rumors first reported on November 16, 2018.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X DCF Low: $12.80 Analysis at Various Prices DCF Median: $14.65 ($ in millions) Trading 52- Current Broker Broker Comps Week Offer Price DCF High Price Median High Median High Offer Price per Share $7.85 $12.00 $15.75 $16.25 $18.00 $20.00 $22.00 $24.00 $26.00 $28.00 % Premium to Current — 53% 101% 107% 129% 155% 180% 206% 231% 257% Transaction Statistics % Premium to 52-Week High ($15.75) (50%) (24%) — 3% 14% 27% 40% 52% 65% 78% Equity Value $289 $429 $573 $592 $659 $735 $812 $888 $965 $1,041 1 Net Debt (Cash) 161 161 161 161 161 161 161 161 161 161 Capitalization Enterprise Value $450 $590 $733 $752 $819 $896 $972 $1,049 $1,125 $1,202 Memo: Minority Share (Equity Value) $79 $117 $156 $161 $180 $201 $221 $242 $263 $284 2022E 2.8x 3.7x 4.6x 4.8x 5.2x 5.7x 6.2x 6.6x 7.1x 7.6x 2024E 1.0x 1.3x 1.6x 1.6x 1.7x 1.9x 2.1x 2.2x 2.4x 2.5x EV / Adjusted Revenue 2026E 0.6x 0.8x 1.0x 1.0x 1.1x 1.2x 1.3x 1.4x 1.5x 1.6x Multiple 2028E 0.5x 0.6x 0.8x 0.8x 0.9x 1.0x 1.0x 1.1x 1.2x 1.3x Peak Sales (Adj). 0.4x 0.5x 0.6x 0.6x 0.7x 0.8x 0.8x 0.9x 1.0x 1.0x 2022E 2.8x 3.7x 4.6x 4.8x 5.2x 5.7x 6.2x 6.6x 7.1x 7.6x 2024E 0.9x 1.2x 1.5x 1.6x 1.7x 1.9x 2.0x 2.2x 2.4x 2.5x EV / Unadjusted 2026E 0.6x 0.8x 1.0x 1.0x 1.1x 1.2x 1.3x 1.4x 1.5x 1.6x Revenue Multiple 2028E 0.4x 0.5x 0.6x 0.6x 0.7x 0.7x 0.8x 0.9x 0.9x 1.0x Peak Sales (Unadj). 0.2x 0.3x 0.4x 0.4x 0.4x 0.5x 0.5x 0.5x 0.6x 0.6x Source: Beta Special Committee Forecast as of November 2020 and FactSet. 36 Note: Market data as of November 9, 2020. Analysis does not assume financing given offer is expected ahead of financing. 1 Pro forma for 12/31/2020 transaction date.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Illustrative WACC Analysis ($ in millions) WACC Analysis Memo Bloomberg Local Barra Predicted Capital Structure Bloomberg Global Adjusted Beta Barra Predicted World Beta Adjusted Beta Local Beta Company Market Value Debt / Debt / Levered Unlevered Levered Unlevered Unlevered Unlevered Cap. Equity Beta Beta Beta Beta Beta Beta Aurinia $1,817 1% 1% 0.92 0.91 0.91 0.90 0.86 0.69 Zogenix 1,291 18% 22% 0.90 0.76 1.23 1.05 0.72 0.92 Rhythm 1,089 0% 0% 0.92 0.92 1.16 1.16 0.86 1.03 Esperion 787 0% 0% 1.04 1.04 1.30 1.30 0.99 1.14 BioCryst 744 11% 13% 0.95 0.86 1.32 1.20 0.79 1.06 Kadmon 577 1% 1% 1.16 1.15 1.26 1.25 1.03 1.11 Ardelyx 508 9% 10% 0.94 0.87 0.95 0.88 0.81 0.80 Eiger 312 9% 10% 1.53 1.42 1.65 1.53 1.34 1.34 75th Percentile: 10% 11% 1.07 1.07 1.31 1.26 1.00 1.12 Median: 5% 5% 0.94 0.92 1.25 1.18 0.86 1.04 Mean: 6% 7% 1.04 0.99 1.22 1.16 0.92 1.01 25th Percentile: 0% 0% 0.92 0.87 1.11 1.01 0.80 0.89 Beta $272 43% 77% 1.22 0.74 1.26 0.77 0.71 0.69 Sensitivity Analysis Sensitivity Range Implied Cost of Equity Implied WACC Assumptions Note: Using 0.78 Low High Low High Low High Company unlevered Unlevered Beta1 1.18 0.88 1.53 8.1% 12.7% 8.1% 12.7% beta produces a Target Debt/Capitalization 0.0% 0% 43% 10.2% 15.5% 10.2% 9.9% WACC of 7.3% Target Debt/Equity 0.0% Levering Factor2 1.00 Levered Beta 1.18 Marginal Tax Rate3 18.6% Risk-Free Rate of Return4 1.8% Equity Risk Premium5 7.2% Cost of Equity6 10.2% Sensitivity row 7 N/A assumes 43% Pre-Tax Cost of Debt 3.3% 8.4% 15.5% 15.5% 9.9% 11.7% 8 (current) target debt / WACC 10.2% capitalization Source: Company filings, Barra Beta, Bloomberg, and FactSet. Note: Market data as of November 9, 2020. 1 Unlevered Beta = Levered Beta / [1 + (1—Tax Rate)(Debt/Equity)]. 2 Levering Factor = (1 + (1 – Tax Rate) * (Target Debt/Equity)). 3 Assumes that 70% of Beta EBIT is taxed at 21% (U.S. rate) and 30% is taxed at 13.04% (Swiss rate). 4 Represents 30-year U.S. Treasury yield. 37 5 Represents large company stock total returns minus long-term government bond income returns, per Duff & Phelps, 2020 Valuation Handbook. 6 Cost of Equity = (Risk-Free Rate of Return) + (Unlevered Beta)(Equity Risk Premium). 7 Median cost of debt for comparable companies. 8 Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap).


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Global Barra Beta Evolution Analysis Global Barra Beta Evolution1 2-Year Global Barra Beta Statistics 2.00 1.95 1.75 1.60 1.65 1.60 1.50 1.54 1.50 1.30 1.38 1.44 1.25 1.36 1.37 1.24 1.31 1.23 1.00 0.97 1.13 1.12 1.12 1.05 0.75 0.97 0.93 0.89 0.79 0.80 0.81 0.50 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Peer Median Peer Low Peer High Beta 2-Year Average Average One-Year Two-Year LTM High – LTM Low Ardelyx 1.27 1.50 Ardelyx Aurinia Biocryst Eiger Esperion Kadmon Rhythm Zogenix Beta Median Aurinia 1.08 1.08 Biocryst 1.37 1.23 Eiger 1.38 1.30 High 1.95 1.36 1.54 1.65 1.38 1.50 1.37 1.31 1.60 1.44 Esperion 1.26 1.25 Kadmon 1.23 1.30 Median 1.59 1.06 1.31 1.24 1.26 1.27 1.22 1.10 1.32 1.25 Rhythm 1.04 1.14 Zogenix 1.08 1.08 Low 0.97 0.89 0.79 1.13 1.12 1.12 0.80 0.81 1.05 0.93 Beta 1.20 1.30 Peer Summary One-Year Two-Year Current 0.95 0.91 1.32 1.65 1.30 1.26 1.16 1.23 1.26 1.25 Average 1.21 1.24 Median 1.23 1.23 Source: Barra Beta. 38 1 Beta is excluded from the peer calculations.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A P P E N D I X Explanation of Cost of Debt Analysis ($ in millions) LIBOR Compared to Floating-to-Fixed Swap Rates Company Amount Issued Maturity Fixed Rate 2.00% 3 $50 2018 2022 7.45% LIBOR Forward 1.60% Rates1 1.20% 2 Swap Rates 4 100 2019 2023 8.00% 10-Year: 0.98% 0.80% 7-Year: 0.72% 5-Year: 0.52% 0.40% 25 2016 2024 6.41%5 0.00% 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Median 7.45% Average 7.29% In February 2019, Beta entered into a secured debt financing agreement with Hercules Capital for $100mm with a variable interest rate equal to the greater of: (i) 10.15% or (ii) the lesser of (x) the prime rate reported in the WSJ plus 4.65% and (y) 12.15%. This term loan facility was refinanced in connection with the Salamander credit facility being put in place. Source: Bloomberg and Company Filings. 1 Market data as of November 9, 2020. 2 Swap rates are floating to fixed rate swap on LIBOR as of November 9, 2020. 39 3 Floating per annum rate equal to 7.45% plus the one-month LIBOR. 4 Variable interest rate of LIBOR plus 8%. 5 Floating rate per annum equal to the greater of the 30-day U.S. Dollar LIBOR reported in the Wall Street Journal plus 6.41% or 6.95%


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A AP PP PE EN ND DIIX X Benchmarking Analysis: Probability of Approval by Phase Although there are many studies investigating probability of technical and regulatory success (PTRS), there is no one accepted benchmark. The chart below presents a range of calculated probabilities based on historical drug approvals from a given phase of development Gastroenterology All Drugs Phase BIO Nature Tufts BIO MIT 3 1 2 3 4 Median (2016) (2014) (2014) (2016) (2018) Phase I 15.1% 10.4% 11.8% 9.6% 13.8% 11.1% Phase II 20.0% 16.2% 19.9% 15.3% 35.1% 18.0% Phase III 55.9% 50.0% 56.0% 49.6% 59.0% 53.0% NDA 86.0% 83.2% 90.4% 85.3%—85.3% Filing 1 Nature Reviews: Hay, M. and Thomas, Craighead, L., et al. Clinical Development Success Rates for Investigational Drugs, 2014. 40 2 Tufts: DiMasi, J. et al., Innovation in the Pharmaceutical Industry: New Estimates of R&D Costs, 2014. 3 BIO, BioMedTracker, Amplion: Clinical Development Success Rates 2006-2015, 2016. 4 MIT: Wong, C. et al., Estimation of Clinical Trial Success Rates and Related Parameters, January 2018.


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DRAFT PRELIMINARY & ILLUSTRATIVE P R O J E C T S A L A M A N D E R A AP PP PE EN ND DIIX X Benchmarking Analysis: LOE Curve ($ in millions) The chart below presents the average year-over-year U.S. revenue decline for Vesicare and Detrol LA with LOEs of 2019 and 2014, respectively U.S. Revenue Year-over-Year % Change LOE-2 LOE-1 LOE LOE+1 LOE+2 LOE+3 LOE+4 LOE+5 Vesicare (24%) (8%) (86%) (49%) (37%) (19%) (14%) (7%) Detrol LA (13%) (23%) (86%) (83%) (74%) (76%) (100%) N/A Average (18%) (15%) (86%) (66%) (56%) (47%) (57%) (7%) U.S. Revenue LOE-2 LOE-1 LOE LOE+1 LOE+2 LOE+3 LOE+4 LOE+5 Vesicare $373 $343 $50 $25 $16 $13 $11 $11 Detrol LA 486 375 54 9 2 1 0 0 Source: EvaluatePharma. 41

Exhibit (c)(9)

Exhibit (c)(9)

 

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C O N F I D E N T I A L 1 2 N O V E M B E R 2 0 2 0 P R E S E N T A T I O N T O T H E S P E C I A L C O M M I T T E E T O T H E B O A R D Project Salamander


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C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Disclaimer The information herein has been prepared by Lazard based upon information supplied by the Company or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company or any other entity, or concerning solvency or fair value of the Company or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee to the Board of Directors, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice. 1


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P R O J E C T S A L A M A N D E R Summary of Transaction Terms • $16.25 per share in cash Indicative Price - Represents a 105% premium over Beta’s closing price of $7.91 on November 11, 2020 • Offer represents an equity value of ~$584 million and an enterprise value of ~$681 million • Acquisition of 100% of the outstanding Beta common shares on a fully diluted basis by way of a cash merger in which a Structure wholly-owned subsidiary of Salamander would merge with and into Beta pursuant to which each share of Beta not owned by Salamander or held by a holder who demands appraisal would be converted into the right to receive $16.25 per share Financing • No financing conditions; transaction expected to be financed through cash-on-hand or existing credit facilities • Beta is subject to customary non-solicitation provisions • Fiduciary out permits Beta to engage in discussions regarding unsolicited alternative proposals and to withdraw its recommendation of the existing transaction or terminate the agreement with respect to a superior proposal or withdraw its recommendation with respect to an intervening event, subject to Beta’s right to renegotiate prior to termination of the Deal Protection Agreement or withdrawal of Beta’s recommendation • Termination fee of 2% of the enterprise value based on the consideration payable in the transaction, payable by Beta to Salamander if Beta terminates in order to take a superior proposal, withdraws its recommendation (or a similar action, including an intentional and material breach of the non-solicitation provision) or under other specific circumstances within 12 months of such termination • The obligation of Merger Sub to consummate the offer is subject to satisfaction of customary closing conditions, including, among others: Closing - The Company Shareholder Approval and the Minority Shareholder Approval (majority of shares not held by Salamander and its Conditions affiliates) have each been obtained—No material adverse effects (subject to certain exceptions) • Salamander will execute a voting agreement in favor agreeing to vote for the Merger. The obligation to vote in favor of the Merger terminates upon the earlier of the termination of the Agreement and the Closing Other Terms • “Drop-dead date” of 6 months after Agreement Date • Parties to use reasonable best efforts to consummate the existing transaction Source: Merger agreement. 2 Note: Pro forma for 12/31/20 transaction date but excluding follow-on offering that will not be pursued if transaction with Salamander is announced.


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P R O J E C T S A L A M A N D E R Overview of Transaction Consideration ($ and amounts in millions, except per share values) Offer Price $16.25 Basic Shares Outstanding 31.7 Options 1.9 Share Count Restricted Stock Units 1.9 (Treasury Stock Method)1 Stock Appreciation Rights 0.4 Warrants 0.0 Fully Diluted Shares Outstanding 36.0 Equity Value Offer Value $584 Cash and Equivalents ($112) Net Debt 2 Debt $210 (As of 9/30/2020) Net Debt $97 Enterprise Value Transaction Value $681 Premium To: Spot Price (11/11/20): $7.91 105% Premium 15-day VWAP: $7.96 104% 52-Week High Closing Price (1/6/20): $15.75 3% Source: FactSet, Company filings, and press releases. 3 Note: Market data as of November 11, 2020. 1 Calculated using treasury stock method. 2 Balances as of 9/30/2020 pro forma for $38mm drawdown on credit facility on November 2, 2020.


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P R O J E C T S A L A M A N D E R Overview of Process to Date • December 27, 2019: Salamander acquired Roivant’s ~72% ownership stake in Beta as part of a larger transaction and formed a new company as a wholly owned subsidiary - In exchange for ~$3 billion the existing majority shareholder at the time of the transaction (Roivant) transferred ownership interests in five of its subsidiaries, one of which was Beta, to Salamander—Following this transaction, Salamander has ~72% ownership of Beta’s outstanding common shares—Beta also entered into a $300 million dollar unsecured debt facility with Salamander • September 28, 2020: Salamander indicated to Beta that it would be interested in acquiring the company and asked Beta if it would be open to receiving an offer • October 2, 2020: Beta communicated to Salamander that it would be open to receiving an offer • November 6, 2020: Salamander proposed an initial offer of $12.50 per share in cash to Beta • November 7, 2020: After a conversation between advisors, Salamander proposed a subsequent offer of $14.25 per share • November 8, 2020: After a subsequent conversation between advisors, Beta proposed a counteroffer of $18.00 per share • November 9, 2020: After a subsequent conversation between advisors, Salamander responded to Beta’s request of $18.00 per share by increasing Salamander’s offer from $14.25 per share to $15.25 per share • November 9, 2020: After a subsequent conversation between advisors later in the day, Beta responded to Salamander’s proposal of $15.25 per share by proposing $16.50 per share upfront plus two CVRs, each $0.75 per share expiring in fiscal year 2023 achieved on $300 million and $400 million in total annual sales respectively • November 10, 2020: Beta and Salamander communicated directly at which time Salamander revised their offer to $15.75 per share • November 10, 2020: Following a subsequent conversation between Beta and Salamander, Salamander provided a best-and-final offer of $16.25 per share • November 12, 2020: After receiving a draft label, Beta spoke to Salamander and requested a $16.50 offer in light of the label, but Salamander indicated it was anticipated in their offer and they would not increase their best-and-final offer above $16.25 per share 4


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P R O J E C T S A L A M A N D E R Overview of Potential Assets to Be Valued The Company has two assets valued on a sum-of-the-parts basis Program Preclinical Phase 1 Phase 2 Phase 3 Approved Included in Base Cases Commentary U.S. EU Japan • EU pricing dynamics limit  commercial potential OAB PDUFA: Dec. 26, 2020 100% ✓ • Ex-U.S. value modeled as upside Licensed to Kyorin assuming partnership OAB in Men  • Ex-U.S. value modeled as upside Phase 3 Top-line in 2H 2021 80% with BPH ✓ assuming partnership Vibegron Licensed to Kyorin IBS- Phase 2a Top-lineEx-U.S. value modeled as upside Associated 20% in Nov. 2020 ✓ assuming partnership Pain Phase 2a DSMB • Ex-U.S. value modeled as upside URO-902 15% in Early 2021 ✓ assuming partnership Cumulative 5 Source: Company filings and Beta Management as of November 2020. PoS .


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P R O J E C T S A L A M A N D E R Company Share Price Performance – Since IPO ($ per share) Beta trades below its 52-week high and has traded down since the closure of the Roivant/Salamander deal Volume Trading Statistics Summary Capitalization Price Current Price (11/11/20) $7.91 Market Value $268 (000s) 52-Week High 15.75 Plus: Debt 210 2 $20 2 2,000 52-Week Low 7.16 Less: Cash (112) February 22, 2019 June 13 2019 YTD Performance (49.0%) Enterprise Value $365 Enters into Flexible Announces FY 2018 Agreement for up to financial results Transient stock March 5, 2020 $100mm Debt price jump at Financing with closing of Roivant / Announces FDA Acceptance of NDA Hercules Capital Salamander deal for Vibegron for the Treatment of Overactive Bladder 15 1,500 October 31, 2019 S&P 500: Roivant and Salamander Announce Strategic Alliance 23% NBI:1 14% 10 1,000 December 30, 2019 Beta: Roivant and Salamander (32%) March 19, 2019 announce completion of Announces positive Transaction for Strategic Top-line results from Alliance; unwinding of short June 18, 2020 October 7, 2020 Pivotal Ph. III interest contributed to temporary Announces Announces Co- March 23, 2020 5 EMPOWUR Study of bump collaboration Promotion Agreement for 500 Appoints James Vibegron in Patients agreement with Vibegron with Sunovion Robinson as w/ Overactive Sunovion Pharmaceuticals President and Chief Bladder Pharmaceuticals Executive Officer 0 0 Sep-18 Mar-19 Aug-19 Jan-20 Jun-20 Nov-20 Volume Beta S&P 500 NBI Source: FactSet and Company press releases. 6 Note: Market data as of November 11, 2020. 1 Indicates the NASDAQ Biotechnology Index. 2 Balances as of 9/30/2020 pro forma for $38mm draw on credit facility.


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P R O J E C T S A L A M A N D E R Share Prices Traditionally Are Pressured during a Company’s First Launch We analyzed the stock price performance for 91 biopharma companies launching their first drug in their first indication. Approvals can be a meaningful catalyst for share price appreciation, but generally more limited than clinical results. In the long term, few biopharmas perform well in the years following their first launch NBI-Adjusted Stock Price Performance Pre and Post Approval1 Selected Comparable Companies: Post-Approval 3-Month 1 Year 2 Year 30% Company Post-Ann. Post-Ann. Post-Ann. 9%2 Radius 2% (24%) (49%) TherapeuticsMD (14%) (49%) (85%) 15% (2%) +4% (24%) +11% 0% 3%2 (15%) (15%) (3%)2 (11%) (30%) (25%) (8%) (45%) (48%) (50%) (60%) 75th Percentile (75%) Median (72%) 25th Percentile (90%) 3-Mo. At 3-Mo. 1-Yr. 1.5-Yr. 2-Yr. Pre-Ann. Approval Post-Ann. Post-Ann. Post-Ann. Post-Ann. N=90 N=91 N=89 N=75 N=66 N=56 Source: Company filings and FactSet. 7 1 Based on equal-weighted stock performance prior to and after FDA approval and adjusted for the NASDAQ Biotech Index performance over the same period. 2 Based on performance 1-Day post approval.


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P R O J E C T S A L A M A N D E R Overview of Beta Analyst Price Targets and Ratings ($ per share) Evolution of Analyst Recommendations Analyst Price Targets and Ratings Analyst Price Target Rating Buy Hold Sell Stock Price Analyst Price Target 30.00 $18.00 Buy (11/02/20) 25.00 $23.00 $23.00 Buy (11/02/20) $28.00 Buy (8/19/20) 15.00 5 5 5 4 3 3 3 2 3 3 3 3 3 Current: Median: $7.91 $23.00 Selected Analyst Commentary 10.00 $7.91 “We remain confident that market demand for vibegron is likely to be high, despite the atypical market conditions imposed by the emergence of the COVID-19 pandemic. Investors should note that 5.00 substantial face-to-face (F2F) sales promotional activity has already resumed across much of the specialty pharmaceuticals sector.” —H.C. Wainwright (August 19, 2020) “… we see points for potential best-in-class positioning by 0.00 vibegron due to broader label claims, convenient dosing, and a -20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 favorable side-effect profile/absence of drug-drug interactions. In Ratings as a % of Total addition, we see compelling optionality for vibegron in OAB-related to 0% 0% 0% 0% 0% 0% 0% 0% 0% BPH and IBS-related pain. Finally, local gene therapy asset hMaxi-K 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% has encouraging potential within the pharmacologically refractory Buy 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% OAB patient population, in our view.” —J.P. Morgan (November 2, 2020) Source: FactSet and equity research. 8 Note: Market data as of November 11, 2020.


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P R O J E C T S A L A M A N D E R Analyst Benchmarking ($ in millions, except per share values) Brokers primarily focus their valuation on OAB in the U.S. with high assumed PoS. Beyond OAB, inclusion of other indications / assets in forecasts is more variable Vibegron Price OAB OAB in Men with BPH IBS-Associated Pain URO-902 WACC Target Included Peak PoS Included Peak PoS Included Peak PoS 1 $28 ✓ $1,200 90% — NA ✓ NA 50% 12.0% ) 23 ✓ 800 85% ✓ 250 35% ✓ 325 15% 13.0% (11/02/2020) 18 ✓ 863 90% — NA — NA 11.0% (11/02/2020) ercentile $26 $1,032 90% $125 35% $244 41% 13% Median 23 863 90% — 35% 163 33% 12% Mean 23 954 88% 83 35% 163 33% 12% 25th Percentile 21 832 88% — 35% 81 24% 12% Source: FactSet and equity research. 9 1 Based on 12/31/19 report date.


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P R O J E C T S A L A M A N D E R Overview of Financial Analysis Assumptions • Details as to the Special Committee’s forecasts and equity financing assumptions are below: - The Special Committee developed its forecasts based upon forecasts previously created by Management but modified by the Special Committee, in particular to adjust assumptions regarding price increases and future market share gains—Management forecasts were subsequently modified upward following the receipt of a draft label for vibegron in OAB from the FDA on November 11, 2020. These updates resulted in upward revisions to the Special Committee case at the Special Committee’s direction as well—The Special Committee has directed Lazard to use the Special Committee forecasts for valuation purposes—Management had been planning a $350mm equity financing in Q3-Q4 2020, which the Special Committee has instructed Lazard to assume would be necessary in a stand-alone scenario—For purposes of modeling the effect of this equity financing, the Special Committee directed Lazard to assume $350mm in near-term equity financing raised at a 17.5% discount to 15-day VWAP—A 17.5% discount is the midpoint of the range for recent comparable biotech follow on offerings as provided by an investment bank retained by the Audit Committee to the Board of Directors for purposes of evaluating such a financing—Lazard also assumed the proceeds would be post a 6% financing fee, consistent with the market for similar biotech companies 10


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P R O J E C T S A L A M A N D E R Analyst Forecast Benchmarking ($ in millions) Jefferies and J.P. Morgan both provide long-term revenue forecasts; however Jefferies does not assign any value to vibegron in OAB in Men with BPH and IBS-Associated Pain which contributes to the difference in probability-adjusted net sales starting in 2026. Beta Special Committee projections remain above analyst forecasts for a majority of the forecast period when considering probability-adjusted net sales Unprobabilized Net Sales Probability-Adjusted Net Sales $2,400 $1,800 Jefferies Jefferies 2,200 HCW HCW 1,600 2,000 JPM JPM 1,800 1,400 Beta—Special Beta—Special 1,600 Committee 1,200 Committee Beta—Management Beta—Management 1,400 1,000 1,200 1,000 800 800 600 600 400 400 200 200 0 0 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32 Jefferies $0 $101 $265 $389 $526 $613 $644 $676 $710 $746 $783 $822 $863 Jefferies $0 $91 $238 $351 $473 $552 $580 $609 $639 $671 $705 $740 $777 HCW 5 115 HCW 5 104 JPM 10 57 162 285 412 630 808 967 1,094 1,227 1,315 JPM 8 48 137 235 336 521 663 790 881 974 1,039 Beta—Special Committee1 1 56 193 406 473 627 757 986 1,207 1,382 1,534 1,708 1,854 Beta—Special Committee1 1 56 193 405 470 621 732 845 933 1,001 1,047 1,105 1,151 Beta—Management2 1 56 193 406 610 754 913 1,176 1,416 1,619 1,808 1,990 2,142 Beta—Management2 1 56 193 405 607 748 889 1,035 1,142 1,238 1,320 1,387 1,439 Source: FactSet, equity research, and Beta Special Committee, and Management assumptions. 11 1 Beta Special Committee Forecast as of November 2020. 2 Beta Management Forecast as of November 2020.


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P R O J E C T S A L A M A N D E R Benchmarking Analysis: Launch Curve ($ in millions) The chart below illustrates the Myrbetriq and Beta (OAB) launch curves Non-Probability-Adjusted Net Sales $1,300 1,200 1,100 1,000 900 800 700 600 500 400 300 200 100 0 L+1 L+2 L+3 L+4 L+5 L+6 L+7 L+8 L+9 L+10 L+11 L+12 L+13 L+14 Myrbetriq $152 $246 $371 $500 $645 $763 $817 $857 $899 $865 $571 $275 $120 $9 % Growth 62% 51% 35% 29% 18% 7% 5% 5% (4%) (34%) (52%) (56%) (92%) Beta—Special Committee1 56 193 402 457 598 695 773 825 866 883 909 927 936 140 % Growth 247% 108% 14% 31% 16% 11% 7% 5% 2% 3% 2% 1% (85%) Beta—Management2 56 193 402 594 725 851 962 1,035 1,103 1,156 1,191 1,215 1,227 184 % Growth 247% 108% 48% 22% 17% 13% 8% 7% 5% 3% 2% 1% (85%) Source: EvaluatePharma and Beta Special Committee and Management assumptions. 1 Beta Special Committee Forecast as of November 2020. 12 2 Beta Management Forecast as of November 2020.


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P R O J E C T S A L A M A N D E R Special Committee Case Summary Net Revenue Forecast ($ in millions) OAB constitutes the majority of revenue throughout the forecast period (70%+ on an adjusted basis). However, BPH, IBS, and 902 are expected to meaningfully contribute to revenue in the long term, contributing ~6%, ~37%, and 93% in terms of unadjusted revenue at their peak $1,200 1,000 800 Expected entrance ue of mirabegron even generics in 2024 R N et 600 d ust e dj A 400 200 0 ‘20E ‘21E ‘22E ‘23E ‘24E ‘25E ‘26E ‘27E ‘28E ‘29E ‘30E ‘31E ‘32E ‘33E ‘34E ‘35E ‘36E ‘37E ‘38E OAB BPH IBS 902 Unadjusted Revenue 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 OAB $1 $56 $193 $402 $457 $598 $695 $773 $825 $866 $883 $909 $927 $936 $140 $49 $22 $12 $7 BPH 0 0 0 4 16 28 42 54 62 66 70 75 80 85 13 4 2 1 1 IBS 0 0 0 0 0 0 20 104 198 302 418 547 662 701 105 37 17 9 5 902 0 0 0 0 0 0 0 55 122 148 163 176 185 190 196 202 208 214 171 Total Revenue $1 $56 $193 $406 $473 $627 $757 $986 $1,207 $1,382 $1,534 $1,708 $1,854 $1,912 $454 $292 $249 $237 $184 % Growth n.m. 247% 110% 17% 32% 21% 30% 22% 15% 11% 11% 9% 3% (76%) (36%) (15%) (5%) (22%) Source: Beta Special Committee Forecast as of November 2020. 13


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P R O J E C T S A L A M A N D E R Special Committee Case Summary P&L Forecast – WholeCo Non-Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 193 402 457 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 16 28 42 54 62 66 70 75 80 85 13 4 2 1 1 IBS 0 0 0 0 0 0 20 104 198 302 418 547 662 701 105 37 17 9 5 902 0 0 0 0 0 0 0 55 122 148 163 176 185 190 196 202 208 214 171 Net Revenue $1 $56 $193 $406 $473 $627 $757 $986 $1,207 $1,382 $1,534 $1,708 $1,854 $1,912 $454 $292 $249 $237 $184 % Growth n/m 247% 110% 17% 32% 21% 30% 22% 15% 11% 11% 9% 3% (76%) (36%) (15%) (5%) (22%) COGS 0 6 25 29 34 45 54 67 79 89 97 106 115 118 24 14 11 10 8 % Margin 0% 10% 13% 7% 7% 7% 7% 7% 7% 6% 6% 6% 6% 6% 5% 5% 4% 4% 4% Merck Royalty 0 6 19 42 50 68 83 104 123 141 157 176 193 199 26 9 4 2 1 ICI Royalty 0 0 0 0 0 0 1 3 7 10 14 18 23 27 28 28 29 28 22 Gross Profit $1 $45 $149 $335 $390 $514 $619 $811 $999 $1,143 $1,266 $1,407 $1,524 $1,568 $376 $241 $205 $196 $153 % Margin 90% 80% 77% 83% 82% 82% 82% 82% 83% 83% 83% 82% 82% 82% 83% 82% 82% 83% 83% R&D 81 83 120 157 128 67 36 34 25 25 25 23 21 19 17 15 13 11 10 % Margin n/m 148% 62% 39% 27% 11% 5% 3% 2% 2% 2% 1% 1% 1% 4% 5% 5% 5% 5% S&M 62 127 162 188 197 238 286 378 376 357 316 312 305 292 53 25 16 12 7 % Margin n/m 227% 84% 46% 42% 38% 38% 38% 31% 26% 21% 18% 16% 15% 12% 8% 6% 5% 4% U.S. G&A 28 39 40 42 44 46 47 49 50 51 52 53 54 30 30 30 30 30 30 % Margin n/m 69% 21% 10% 9% 7% 6% 5% 4% 4% 3% 3% 3% 2% 7% 10% 12% 13% 16% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 1% 1% 1% 2% Sunovion Co-Promote 0 0 0 16 26 34 42 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 6% 6% 6% 4% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($205) ($175) ($70) ($7) $127 $207 $308 $546 $708 $872 $1,017 $1,142 $1,224 $274 $169 $143 $140 $103 % Margin NA NA NA NA NA 20% 27% 31% 45% 51% 57% 60% 62% 64% 60% 58% 57% 59% 56% (-) Switzerland Taxes 0 0 0 0 0 (5) (8) (12) (21) (27) (34) (40) (44) (48) (11) (7) (6) (5) (4) % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 0 0 (18) (29) (45) (80) (103) (127) (149) (167) (179) (40) (25) (21) (21) (15) % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 2 3 4 5 6 8 10 11 12 14 15 15 4 2 2 2 1 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (2) (3) (4) (5) (6) (8) (10) (11) (12) (14) (15) (15) (4) (2) (2) (2) (1) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (7) (11) (3) (8) (7) (11) (11) (9) (8) (9) (7) (3) 73 8 2 1 3 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 1 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (5) 0 0 (10) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($207) ($181) ($82) ($8) $98 $167 $245 $439 $573 $708 $825 $928 $999 $297 $147 $120 $115 $86 % Margin n/m n/m n/m n/m n/m 16% 22% 25% 36% 41% 46% 48% 50% 52% 65% 50% 48% 48% 47% Memo: EBITDA ($170) ($205) ($174) ($67) ($3) $132 $213 $316 $556 $719 $884 $1,031 $1,157 $1,240 $277 $171 $145 $142 $104 % Margin n/m n/m n/m n/m n/m 21% 28% 32% 46% 52% 58% 60% 62% 65% 61% 58% 58% 60% 57% Memo: Tax-Effected NOL Benefit $0 $0 $0 $0 $0 $5 $8 $12 $21 $10 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Margin 0% 0% 0% 0% 0% 1% 1% 1% 2% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% Source: Beta Special Committee Forecast as of November 2020. 14 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R Special Committee Case Summary P&L Forecast – WholeCo Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 193 402 457 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $193 $405 $470 $621 $732 $845 $933 $1,001 $1,047 $1,105 $1,151 $1,173 $201 $90 $58 $47 $34 % Growth n/m 247% 109% 16% 32% 18% 15% 10% 7% 5% 6% 4% 2% (83%) (55%) (36%) (19%) (28%) COGS 0 6 25 29 33 44 52 60 65 70 72 76 79 80 13 5 3 2 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% 5% Merck Royalty 0 6 19 42 49 67 80 93 102 110 116 123 128 131 17 6 3 1 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $149 $334 $388 $510 $600 $692 $764 $820 $856 $904 $941 $958 $167 $75 $48 $39 $28 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D 81 72 71 77 62 41 26 18 17 17 17 15 14 13 11 10 9 8 6 % Margin n/m 130% 37% 19% 13% 7% 4% 2% 2% 2% 2% 1% 1% 1% 6% 11% 15% 16% 19% S&M 62 127 162 186 195 232 248 261 245 219 173 175 177 176 28 11 5 4 2 % Margin n/m 227% 84% 46% 41% 37% 34% 31% 26% 22% 16% 16% 15% 15% 14% 12% 9% 7% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 21% 10% 9% 7% 6% 6% 5% 5% 5% 5% 4% 2% 14% 31% 48% 59% 83% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 3% 5% 6% 8% Sunovion Co-Promote 0 0 0 16 26 34 41 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($127) $12 $60 $157 $238 $323 $453 $534 $615 $660 $696 $738 $97 $23 $3 ($3) ($11) % Margin NA NA NA 3% 13% 25% 32% 38% 49% 53% 59% 60% 60% 63% 48% 26% 5% NA NA (-) Switzerland Taxes 0 0 0 (0) (2) (6) (9) (12) (18) (21) (24) (26) (27) (29) (4) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 (1) (8) (23) (33) (47) (66) (78) (90) (96) (102) (108) (14) (3) (0) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 2 3 4 5 6 7 7 8 8 9 9 9 2 1 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (2) (3) (4) (5) (6) (7) (7) (8) (8) (9) (9) (9) (2) (1) (0) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (7) (11) (3) (8) (6) (6) (4) (3) (2) (3) (2) (1) 49 6 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($132) $2 $48 $123 $200 $262 $369 $436 $503 $539 $569 $604 $128 $25 $4 ($2) ($10) % Margin n/m n/m n/m 1% 10% 20% 27% 31% 40% 44% 48% 49% 49% 52% 64% 27% 7% n/m n/m Memo: EBITDA ($170) ($195) ($125) $15 $63 $162 $244 $330 $460 $542 $624 $669 $705 $748 $99 $24 $4 ($2) ($11) % Margin n/m n/m n/m 4% 13% 26% 33% 39% 49% 54% 60% 61% 61% 64% 49% 27% 6% n/m n/m Memo: Tax-Effected NOL Benefit $0 $0 $0 $0 $2 $6 $9 $13 $16 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 % Margin 0% 0% 0% 0% 0% 1% 1% 1% 2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Source: Beta Special Committee Forecast as of November 2020. 15 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R Preliminary and Illustrative Beta Valuation Summary ($ in billions, except per share values) Variable Per Share Value Implied Metrics Assumptions Current Price: $7.91 Offer Price: $16.25 TEV 1 • 18.25-year probability-adjusted sum-of-the parts DCF from 4Q20 to 1Q2039 Special Committee • WACC range of 8.5% – 11.5% $13.30 $17.35 $1.0—$1.4 DCF Case 2 • Terminal growth rate of (30%) – (10%)1 • $350mm equity financing at 17.5% discount to 15-day VWAP g n ps. EV / • 0.8x – 1.1x Beta’s unadjusted L+5 revenue of ~$627mm, based on 25th to 75th percentile of selected di m $7.50 $9.60 $0.5—$0.7 ra L+5 Revenue comparable companies T Co t $7.30 e n • Upfront / L+5 1.3x – 2.5x Beta’s unadjusted L+5 revenue of ~$627mm, based on 25th to 75th percentile of selected d e Txn. Revenue $10.75 $19.05 $0.8—$1.6 precedent transactions Pr ec • Based on Jefferies equity research report from November 2, 2020 Street Case $8.20 $13.45 $0.6—$1.1 • With assumed financing DCF Management Case $19.45 $25.00 $1.6—$2.1 • Management Case does not adjust price increases and future market share gains to reflect expected generic entrant (mirabegron) in 2024 $11.15 i al Only 1-Day $13.25 $16.15 $1.0—$1.3 • 68% – 104% 1-day premium to unaffected, based on 25th to 75th percentile of selected precedent erc transactions since 2018 with TV of $1-$10bn and a target with a pre-commercial stage product m Com $17.60 is—$19.70 $26.15 • 25% – 66% 52-week premium to unaffected, based on 25th to 75th percentile of selected precedent lys Pre 52-Week High $1.6—$2.3 Purposes transactions since 2018 with TV of $1-$10bn and a target with a pre-commercial stage product Ana $12.60 mi a • 60% – 138% 1-day premium to unaffected, based on 25th to 75th percentile of selected precedent Pre ercial 1-Day $12.65 $18.80 $1.0—$1.6 transactions since 2018 with TV of $1-$10bn and a target with a commercial stage product m $12.70 Reference Com $20.50 • (18%) – 30% 52-week premium to unaffected, based on 25th to 75th percentile of selected precedent 52-Week High $12.90 $1.0—$1.7 transactions since 2018 with TV of $1-$10bn and a target with a commercial stage product For e s v 52-Week High / • 52-week trading range of $7.16 per share (March 18, 2020) to $15.75 per share (January 6, 2020) pecti Low $7.15 $15.75 $0.5—$1.3 rs Pe • Analyst price target range of 3 research analysts t Analyst Price e rk $18.00 $28.00 $1.5—$2.4 - Low price target of $18 per share based on Jefferies equity research report from November 2, 2020, high Targets price target of $28 per share based on H.C. Wainwright equity research report from August 19, 2020 M a - Median price target of $23 per share $0 $5 $10 $15 $20 $25 $30 $35 For reference only: 1. Implied share price of $7.30 using estimated multiple on BridgeBio acquisition of Eidos Therapeutics of ~0.8x L+5 Revenue 2. Implied share price of $11.15 using BridgeBio acquisition of Eidos Therapeutics 1-day unaffected share price premium of ~41% 3. Implied share price of $17.60 using BridgeBio acquisition of Eidos Therapeutics 52-week unaffected share price premium of ~12% 4. Implied share price of $12.60 using Ionis acquisition of Akcea Therapeutics 1-day unaffected share price premium of ~59% 5. Implied share price of $12.70 using Ionis acquisition of Akcea Therapeutics 52-week unaffected share price premium of ~(19%) Source: Management, equity research, and FactSet. 16 Note: Market data as of November 11, 2020. Figures rounded to nearest $5mm and $0.05 per share. 1 Assuming financing for all outcomes. 2 Based on Probability-Adjusted Beta Special Committee Forecast. Midpoint of the range is $15.15 per share assuming 10% WACC and TGR of -20%. Terminal value represents ~0% of total enterprise value. Prior to receiving the draft label, the midpoint of the probability-adjusted Beta Special Committee Forecast was $14.65 (~$0.50 increase due to receipt of the draft label).


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P R O J E C T S A L A M A N D E R Special Committee Case Preliminary and Illustrative Probability-Adjusted Sum-of-the-Parts DCF ($ in millions, except per share values) Equity Value per Share Commentary Value / Share • Valuation date of December 31, $20 Offer Price: 2020 $16.25 • 18.25-year DCF forecast through March 2039 $0.30 - See Appendix for DCF analysis $0.45 $0.90 $0.30 • Assumed $350mm equity 15 ($3.65) financing at 17.5% discount to 15-day VWAP $2.05 • Terminal value in 2039 based on terminal growth rate of (20%) Current - Represents ~0% of total 10 Share Price: enterprise value $7.91 • WACC of 10% $14.85 $15.15 - See Appendix for WACC analysis $12.85 • U.S. and Swiss tax rate of 21% 5 and 13.04%, respectively - 70% / 30% positive EBIT allocation between U.S. and Switzerland—95.5% of losses are allocated to 0 Switzerland and accrue as OAB BPH IBS-Pain 902 G&A Total Net Cash NOLs Total Equity usable NOLs Enterprise Value Value • Projected net cash of approximately $189mm1 as of December 31, 2020 POS 100% 100% 20% 15% N/A N/A N/A N/A N/A NPV $1,375 $83 $40 $27 ($338) $1,187 $189 $25 $1,402 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 17 Note: Market data as of November 11, 2020. Figures rounded to nearest $5mm and $0.05 per share. Due to rounding, numbers in table may not sum to numbers in bar chart above. 1 Balances as of 9/30/2020 pro forma for October 2020—December 2020 drawdowns on credit facility, $14mm FDA approval milestone payment, and Q3 2020 expected cash burn.


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P R O J E C T S A L A M A N D E R Special Committee Case Preliminary and Illustrative Probability-Adjusted DCF Sensitivity Analysis ($ per share) Sensitivity Equity Value per Share Comments Base Case DCF Value: $15.15 • Current: L+4 revenue growth rates based on bottoms-up forecast OAB Growth Rate ($7.75) +$8.75 • Sensitivity: Assumes 2024 generic Myrbetriq pressures result in flat market share 2024 and beyond – L+4 revenue growth rates based on more consistent growth in outer years • Current: 80% PoS • Sensitivity: 50% PoS – 100% PoS BPH POS ($0.20) +$0.10 • Current: 20% cumulative PoS • Sensitivity: 0% PoS – 46% PoS, where 46% represents IBS POS ($0.50) +$0.55 increased PoS from successfully completing the next phase of clinical development • Current: 15% cumulative PoS • Sensitivity: 0% PoS – 55% PoS, where 55% represents 902 POS ($0.40) +$0.90 increased PoS from successfully completing the next phase of clinical development • Current: No Ex-U.S. • Sensitivity: Ex-U.S. revenue in OAB, OAB in men with BPH, Ex-U.S. Revenue $0.00 +$1.15 IBS-associated pain and 902 based on management projections • Current: 10% • Sensitivity: 8.5%—11.5% WACC ($1.85) +$2.15 $2 $7 $12 $17 $22 $27 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 18 Note: Market data as of November 11, 2020. POS is probability of success. Figures rounded to nearest $0.05 per share.


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P R O J E C T S A L A M A N D E R Special Committee Case Preliminary and Illustrative Probability-Adjusted DCF Sensitivity Analysis (cont’d) ($ per share) Sensitivity Equity Value per Share Comments Base Case DCF Value: $15.15 • Current: $350mm equity financing at 17.5% discount to 15-day VWAP • Sensitivity: $400mm total equity financing – no Financing Size ($0.70) +$13.30 equity financing • Current: 17.5% discount to current 15-day VWAP of $7.96 • Sensitivity: 20% discount to share price – 8% Share Price Discount ($0.30) +$1.00 discount to share price • Current: Equity financing assuming current 15-day VWAP of $7.96 • Sensitivity: Equity financing assuming 10% Current Share Price ($0.95) +$0.85 lower share price – 10% higher share price • Current: Current 15-day VWAP for both rounds of financing Share Price for Second • Sensitivity: 30% lower share price for second ($1.50) +$0.35 Financing financing – 10% higher share price for second financing $10 $15 $20 $25 $30 Source: Beta Special Committee Forecast as of November 2020 and FactSet. 19 Note: Market data as of November 11, 2020. Figures rounded to nearest $0.05 per share.


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P R O J E C T S A L A M A N D E R Overview of Selected Comparable Companies ($ in millions) Below are selected publicly traded non-oncology biotech companies with near-to-market or recently launched first products Lead Product Market Enterprise % of 52-Week L+5 EV / Company Status Value Value High Revenue2 L+5 Revenue Product Indication 1 (Approval ) Voclosporin Lupus Nephritis Filed (1/22/21) $1,742 $1,304 62% $1,047 1.2x Fintepla Dravet Syndrome Marketed (6/25/20) 3 1,166 836 37% 749 1.1x (fenfluramine) LGS Filing POMC & LEPR Deficiency Setmelanotide Filed (11/27/20) 1,053 852 77% 812 1.0x Obesity Orladeyo Hereditary Angioedema Filed (12/3/20) 817 766 76% 465 1.6x (berotralstat) Nexletol Marketed Hypercholesterolemia 782 567 37% 621 0.9x (bempedoic acid) (2/21/20) Chronic Graft vs. Host 4 Belumosudil Filing 621 506 69% 617 0.8x Disease Ibsrela 5 5 Chronic Kidney Disease Filed (4/29/21) 522 387 66% 617 0.6x (tenapanor) Zokinvy Progeria & Progeroid Filed (11/20/20) 340 239 65% 358 0.7x (lonafarnib) Laminopathies 75th Percentile: $1,081 $840 71% $765 1.1x Median: 800 666 66% 619 1.0x Mean: 880 682 61% 661 1.0x 25th Percentile: 596 476 56% 579 0.8x Memo: Beta Vibegron Overactive Bladder Filed (12/26/20) $268 $429 50% $6276 0.7x Source: FactSet, Evaluate Pharma, company filings, websites, and corporate presentations. Note: Market data as of November 11, 2020. For companies with products launching prior to 6/30, the Launch year is defined as L+1. For launches after 6/30, the year in which the product launches is defined as L+0. Launch assumed shortly after approval date / expected approval. 1 Represents FDA approval date, if marketed. Represents PDUFA date, if BLA / NDA filed. 2 Revenue estimates represent broker median estimate for L+5. 20 3 FDA meeting to discuss sNDA held in September. 4 NDA filed on September 30, 2020; PDUFA date not yet provided. 5 Approved in IBS-C, but not yet promoted pending partnering. 6 Unadjusted Beta Special Committee Forecast as of November 2020.


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P R O J E C T S A L A M A N D E R Overview of Selected Precedent Transactions ($ in millions) Below are precedent transactions involving non-oncology biotech companies with near-to-market or recently launched first products Lead Program Consideration Upfront / L+5 Ann. Date Acquiror Target 3 L+5 Product Indication Status (Approval) Upfront Total Revenue Revenue Oct-20 Acoramidis ATTR Phase III $2,753 $2,753 $3,658 0.8x Aug-20 Palforzia Food Allergy Marketed (1/31/20) 2,411 2,411 958 2.5x Chronic immune Sep-19 Doptelet Marketed (6/27/19) 800 846 631 1.3x thrombocytopenia Sep-19 Eptinezumab Migraine prevention Filed (2/21/20) 1,577 1,798 623 2.5x Fibrodysplasia 1 Feb-19 Palovarotene Filing 857 1,103 678 1.3x ossificans progressiva 2 Jan-18 Cx601 Crohn’s disease Filed 579 579 240 2.4x Jul-16 Veltassa Hyperkalemia Marketed (10/21/15) 1,432 1,432 532 2.7x 75th Percentile: $1,994 $2,105 $818 2.5x Median: 1,432 1,432 631 2.4x Mean: 1,487 1,561 1,046 1.9x 25th Percentile: 828 975 577 1.3x Source: Company filings, press releases, and equity research. Note: For companies with products launching prior to 6/30, the Launch year is defined as L+1. For launches after 6/30, the year in which the product launches is defined as L+0. Launch assumed shortly after approval date / expected approval. Eidos expected launch in H2 2022 based on broker consensus. 21 1 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019. 2 Filed with EMA and had a positive CHMP opinion. In pivotal trial in the U.S. 3 Transaction totals include contingent consideration.


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C O N F I D E N T I A L P R O J E C T S A L A M A N D E R Appendix


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P R O J E C T S A L A M A N D E R A P P E N D I X Overview of the Company’s Top 25 Shareholders ($ in millions, except per share values) There is a high concentration of ownership among top 25 shareholders and relatively low weighted-average cost basis % Ownership of Ownership Stake and Current Estimated Cost # Shareholder Position (000s) the Minority Cumulative Holdings1 Market Value Stake Basis 1 Salamander 72.3% 22,963 $182 NA NA 2 Perceptive Advisors 7.5% 79.8% 2,367 19 27.0% 9.34 3 Keith Katkin 3.9% 83.7% 1,250 10 14.2% 12.20 4 Baker Bros. Advisors 3.2% 86.9% 1,000 8 11.4% 10.90 5 Fidelity Management & Research 2.3% Top 5 89.1% 713 6 8.1% 10.89 6 Alyeska Investment Group 2.0% 91.1% 621 5 7.1% 11.35 7 Pekin Hardy Strauss 1.2% 92.3% 387 3 4.4% 11.38 8 Samsara Biocapital 1.0% 92.8% 157 1 1.8% 10.00 9 Cornelia Haag-Molkenteller 0.5% 93.3% 145 1 1.7% 10.98 10 Vanguard 0.5% Top 10 93.7% 131 1 1.5% 10.08 11 Bryan Smith 0.4% 94.1% 128 1 1.5% 10.91 12 Renaissance Technologies 0.4% 94.4% 109 1 1.2% 10.08 13 Walt Johnston 0.3% 94.8% 109 1 1.2% 10.08 14 Banco Bilbao Vizcaya Argentaria 0.3% 95.1% 102 1 1.2% 10.08 15 Infinity Q Capital Management 0.3% Top 15 95.4% 95 1 1.1% 10.15 16 Wildcat Capital Management 0.3% 95.7% 95 1 1.1% 8.89 17 Geode Capital Management 0.3% 96.0% 89 1 1.0% 9.50 18 Christine Ocampo 0.3% 96.2% 77 1 0.9% 10.98 19 BlackRock 0.2% 96.5% 71 1 0.8% 10.99 20 Northern Trust 0.2% Top 20 96.6% 59 0 0.7% 10.06 21 Kornitzer Capital Management 0.2% 96.8% 51 0 0.6% 10.98 22 Kovitz Investment Group 0.1% 96.9% 39 0 0.4% NA 23 Wells Fargo 0.1% 97.0% 38 0 0.4% 10.27 24 Millennium Management 0.1% 97.1% 35 0 0.4% 10.08 25 Personal CFO Solutions 0.1% Top 25 97.3% 34 0 0.4% 10.08 Weighted-Average Cost Basis $10.52 Source: Bloomberg and FactSet. 22 Note: Market value as of November 11, 2020. 1 Calculated using Factset as of November 11, 2020 (except Salamander which is based on Company’s capitalization table as of November 9, 2020).


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P R O J E C T S A L A M A N D E R A P P E N D I X Declining short interest in Beta Modest Short Pressure Suggesting No Short Thesis signals improving sentiment Beta short interest has declined from a recent high of 1.5mm shares in December ’19 to 0.9mm shares currently, but remains high at 11% of the float; short interest trends are an important sentiment indicator Short Interest (LS) vs. Price (S) – November ’18 to November ’20 Commentary Unwinding short interest • Low liquidity such 1.8m contributed to late ’19 / that relatively early ’20 spike small trades can $16 have large price 1.6m impacts • On-exchange and 1.4m off-exchange $14 Beta short interest is volume on trending lower indicating 12/31/2019 were Beta improving sentiment 1.2m SI ~6.0x and ~6.5x 0.9mm the average daily $12 trading volume, 1.0m respectively Interest • Short interest Price declined from $10 Short 0.8m 1.1mm shares as of 12/31/2019 to Beta 842k shares as of 0.6m $8 PX 1/15/2020 $7.91 • Likely that three 0.4m large blocks executed on $6 12/31/2019 and 0.2m short covering at year end contributed to the 0 $4 unusual price Nov ‘18 Feb ‘19 May ‘19 Aug ‘19 Nov ‘19 Feb ‘20 May ‘20 Aug ‘20 Nov ‘20 increase around 12/31/2019 Source: Bloomberg. 23 Note: Market data as of November 11, 2020.


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P R O J E C T S A L A M A N D E R A P P E N D I X Elevated block trading in November Block Trading Activity ’19 and December ’19 likely associated with Baker Brothers stake Block trading is off-exchange share trading in large size and is the preferred means of hedge funds and large institutions to trade equities; Beta block trading activity was elevated in Nov and Dec ’19, likely associated with Baker Brothers stake of 1mm shares and has otherwise been modest. Limited off-exchange block trading in the last several months has been $9.00 – $13.40 per share November ’19 to November ’20 (# of blocks above 5k shares) Beta Trading Activity 1-Year Average • Block trading volume and the number of blocks traded were particularly high in November ’19 and December ’19, with 3 # of Large Blocks 9 particularly large block trades aggregating 738k shares on # of Shares 154k 11/01/19 at $9.68, likely associated with Baker Brothers’ stake of 1mm shares Trading patterns in 18 November and December • In recent months, consistent with the normal share trading ’19 signal block activity 17 by Baker Brothers volume in Beta shares, off-exchange block activity has been Recent block trading modest activity suggests low 14 hedge fund activity • The low level of block trading suggests minimal shareholder 13 shifts and modest institutional selling 12 12 Block trading # of Large • represents a key trend to analyze as it Blocks previously represented heightened selling activity by large 10 10 institutions Top 10 Largest Blocks since November ’19 Date Volume Price 11/01/19 380,089 $9.68 4 4 11/01/19 200,000 $9.68 11/01/19 158,200 $9.68 3 3 02/11/20 93,393 $11.07 02/11/20 93,393 $11.05 1 06/30/20 54,197 $9.84 12/11/19 50,000 $12.27 November December January February March April May June July August September October November 03/06/20 50,000 $13.40 # of 03/24/20 50,000 $10.08 Shares 738K 262k 161k 199k 224k 195k 51k 277k 128k 92k 23k 77k 10k 01/23/20 47,370 $13.25 Source: Bloomberg. 24 Note: Market data as of November 11, 2020.


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P R O J E C T S A L A M A N D E R A P P E N D I X Beta – Illustrative Cash Runway Analysis ($ in millions) Inclusive of two equity financings totaling $350mm, Beta is expected to be able to fund operations through September 2022 Illustrative Beta Cash Burn Observations $550 Potential First Financing of $200mm • ~$250mm cash as of the end of Q3 2020 $500 Commercial Second Financing of $150mm Approval Launch ~ 74mm of cash on the—$ Company’s balance $450 sheet $400—$38mm of cash drawn down from $350 $337 Salamander credit facility in November 2020 $300—$14mm FDA approval milestone payment $273 $249 $250—$200mm equity financing in Q3 2020 and $221 $200 $150mm equity financing in Q4 2020 $174—~$50mm of cash burn in Q3 2020 $150 $133 • Current cash position expected to fund $100 $69 operations through September 2022 $50 • Limited float and low trading volume may $16 Q3 ’22 Q4 ‘22 Q1 ‘23 Q2 ‘23 make substantial follow-on equity raise $0 Q3 ‘20 Q4 ‘20 Q1 ‘21 Q2 ‘21 Q3 ‘21 Q4 ‘21 Q1 ‘22 Q2 ‘22 challenging ($50) ($29) • Standstill agreement with Salamander ($70) effectively requires their pro rata ($100) participation to use equity issuance as a ($110) source of cash ($150) ($142) • Covenants on Salamander Credit Facility ($200) also limit ability to access some types of debt financing Source: Management and Company filings. 25


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P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Preliminary Probability-Adjusted DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 193 402 457 598 695 773 825 866 883 909 927 936 140 49 22 12 7 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $193 $405 $470 $621 $732 $845 $933 $1,001 $1,047 $1,105 $1,151 $1,173 $201 $90 $58 $47 $34 % Growth n/m 247% 109% 16% 32% 18% 15% 10% 7% 5% 6% 4% 2% (83%) (55%) (36%) (19%) (28%) COGS 0 6 25 29 33 44 52 60 65 70 72 76 79 80 13 5 3 2 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% 5% Merck Royalty 0 6 19 42 49 67 80 93 102 110 116 123 128 131 17 6 3 1 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $149 $334 $388 $510 $600 $692 $764 $820 $856 $904 $941 $958 $167 $75 $48 $39 $28 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D 81 72 71 77 62 41 26 18 17 17 17 15 14 13 11 10 9 8 6 % Margin n/m 130% 37% 19% 13% 7% 4% 2% 2% 2% 2% 1% 1% 1% 6% 11% 15% 16% 19% S&M 62 127 162 186 195 232 248 261 245 219 173 175 177 176 28 11 5 4 2 % Margin n/m 227% 84% 46% 41% 37% 34% 31% 26% 22% 16% 16% 15% 15% 14% 12% 9% 7% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 21% 10% 9% 7% 6% 6% 5% 5% 5% 5% 4% 2% 14% 31% 48% 59% 83% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 3% 5% 6% 8% Sunovion Co-Promote 0 0 0 16 26 34 41 40 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($127) $12 $60 $157 $238 $323 $453 $534 $615 $660 $696 $738 $97 $23 $3 ($3) ($11) % Margin NA NA NA 3% 13% 25% 32% 38% 49% 53% 59% 60% 60% 63% 48% 26% 5% NA NA (-) Switzerland Taxes 0 0 0 (0) (2) (6) (9) (12) (18) (21) (24) (26) (27) (29) (4) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 (1) (8) (23) (33) (47) (66) (78) (90) (96) (102) (108) (14) (3) (0) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 2 3 4 5 6 7 7 8 8 9 9 9 2 1 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (2) (3) (4) (5) (6) (7) (7) (8) (8) (9) (9) (9) (2) (1) (0) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (7) (11) (3) (8) (6) (6) (4) (3) (2) (3) (2) (1) 49 6 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($132) $2 $48 $123 $200 $262 $369 $436 $503 $539 $569 $604 $128 $25 $4 ($2) ($10) % Margin n/m n/m n/m 1% 10% 20% 27% 31% 40% 44% 48% 49% 49% 52% 64% 27% 7% n/m n/m EBITDA ($170) ($195) ($125) $15 $63 $162 $244 $330 $460 $542 $624 $669 $705 $748 $99 $24 $4 ($2) ($11) % Margin n/m n/m n/m 4% 13% 26% 33% 39% 49% 54% 60% 61% 61% 64% 49% 27% 6% n/m n/m PV of PV of Terminal Value (TV) Equity Value Per Share With Discount Enterprise Value with TGR of: PV of Equity Value With TGR of: Rate Cash With TGR of: Net Cash NOLs TGR of: Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $1,424 ($4) ($7) ($12) $1,391 $1,389 $1,384 $189 $28 $1,609 $1,606 $1,601 $17.33 $17.31 $17.26 10.0% 1,218 (3) (5) (9) = 1,189 1,187 1,184 + 189 + 25 = 1,404 1,402 1,399 15.18 15.16 15.13 11.5% 1,041 (3) (4) (6) 1,015 1,014 1,012 189 23 1,228 1,227 1,224 13.33 13.31 13.29 Source: Beta Special Committee Forecast as of November 2020. 26 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Street Case Street Case Probability-Adjusted DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E Commentary Vibegron U.S. Sales 0 91 238 351 473 552 580 609 639 671 705 740 777 Vibegron EU Royalties 0 0 0 0 0 0 0 0 0 0 0 0 0 • Most forecast Net Revenue $0 $91 $238 $351 $473 $552 $580 $609 $639 $671 $705 $740 $777 assumptions based % Growth n.m. 163% 47% 35% 17% 5% 5% 5% 5% 5% 5% 5% on Jefferies 11/2 COGS 0 7 19 28 38 44 46 49 51 54 56 59 62 updated report with Gross Profit $0 $84 $219 $323 $435 $508 $533 $560 $588 $617 $648 $681 $715 some modifications: % Margin n.m. 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% 92% Vibegron Royalty Payments 0 10 26 39 52 61 64 67 70 74 78 81 85 % Margin n.m. 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% 11% •1 Assumes R&D runoff R&D 66 86 43 22 11 5 3 3 3 3 3 3 3 starting in 2022 that % Margin n.m. 95% 18% 6% 2% 1% 1% 0% 0% 0% 0% 0% 0% SG&A 91 164 188 207 223 239 253 266 277 288 299 311 324 flatlines at $3mm, % Margin n.m. 180% 79% 59% 47% 43% 44% 44% 43% 43% 42% 42% 42% beginning in 2026 Payment to Licensing Partners 30 0 0 20 0 0 20 0 0 0 0 0 0 % Margin n.m. 0% 0% 6% 0% 0% 3% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($187) ($176) ($38) $36 $149 $203 $193 $224 $238 $253 $268 $285 $303 •2 Applies Swiss tax % Margin n.m. NA NA 10% 32% 37% 33% 37% 37% 38% 38% 39% 39% domicile and NOL (-) Switzerland Taxes 0 0 0 (1) (6) (8) (8) (9) (9) (10) (10) (11) (12) balance % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 (5) (22) (30) (28) (33) (35) (37) (39) (42) (44) % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% •3 Net cash of $189mm NOPAT ($187) ($176) ($38) $29 $121 $165 $157 $182 $194 $206 $218 $232 $246 assumes two equity % Margin n.m. NA NA 8% 26% 30% 27% 30% 30% 31% 31% 31% 32% financings of $200mm Depreciation 0 0 0 0 0 0 0 0 0 0 0 0 0 and $150mm in Q3 % of Revenue n.m. 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 2020 and Q4 2020, CapEx 0 (5) (5) (5) (5) (5) (5) (5) (5) (5) 5 5 5 % Margin n.m. 6% 2% 1% 1% 1% 1% 1% 1% 1% (1%) (1%) (1%) respectively â^† in NWC 0 (12) (18) (15) (16) (11) (6) (6) (6) (7) (7) (7) (7) % of Revenue n.m. (14%) (8%) (4%) (3%) (2%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) •4 Midpoint of the range Unlevered FCF ($187) ($193) ($61) $10 $101 $149 $146 $171 $183 $194 $217 $230 $244 is $10.02 per share PV of Terminal Value (TV) Enterprise Value with TGR of: Equity Value With TGR of: Equity Value Per Share With assuming 10% WACC Discount With TGR of: PV of TGR of: Cash Net Cash and TGR of (20%) Rate NOLs Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $573 $171 $263 $456 $767 $859 $1,052 $189 $23 $956 $1,049 $1,242 $10.46 $11.44 $13.47 •5 Terminal value represents ~30% of 10.0% $490 $140 $213 $359 = $651 $724 $871 + $189 + $21 = $841 $914 $1,060 $9.24 $10.02 $11.56 total enterprise value 11.5% $418 $115 $173 $285 $553 $611 $723 $189 $20 $742 $800 $912 $8.18 $8.81 $10.00 Source: Jefferies as of November 2, 2020. 27 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Management Case Preliminary Probability-Adjusted Management DCF Analysis ($ in millions, except per share values) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E OAB 1 56 193 402 594 725 851 962 1,035 1,103 1,156 1,191 1,215 1,227 184 64 29 16 9 BPH 0 0 0 4 13 23 34 44 50 53 56 60 64 68 10 4 2 1 0 IBS 0 0 0 0 0 0 4 21 40 60 84 109 132 140 21 7 3 2 1 902 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 Net Revenue $1 $56 $193 $405 $607 $748 $889 $1,035 $1,142 $1,238 $1,320 $1,387 $1,439 $1,463 $245 $106 $65 $51 $36 % Growth n/m 247% 109% 50% 23% 19% 16% 10% 8% 7% 5% 4% 2% (83%) (57%) (38%) (22%) (29%) COGS 0 6 25 29 43 53 63 73 80 86 92 96 99 101 16 6 4 3 2 % Margin 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 6% 6% 5% 5% Merck Royalty 0 6 19 42 65 82 99 115 127 138 148 156 162 165 22 7 3 2 1 ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $1 $45 $149 $334 $499 $613 $727 $846 $934 $1,012 $1,078 $1,132 $1,174 $1,193 $203 $87 $54 $42 $30 % Margin 80% 77% 83% 82% 82% 82% 82% 82% 82% 82% 82% 82% 82% 83% 83% 83% 83% 83% R&D % Margin n/m 81 130% 73 37% 71 19% 77 10% 62 5% 41 3% 26 2% 18 1% 17 1% 17 1% 17 1% 15 1% 14 1% 13 5% 12 10% 10 14% 9 15% 8 18% 6 S&M 62 127 162 187 195 215 230 244 225 200 214 218 220 220 34 13 7 4 2 % Margin n/m 227% 84% 46% 32% 29% 26% 24% 20% 16% 16% 16% 15% 15% 14% 12% 10% 8% 6% U.S. G&A 28 39 40 42 44 45 46 47 48 49 50 51 52 28 28 28 28 28 28 % Margin n/m 69% 21% 10% 7% 6% 5% 5% 4% 4% 4% 4% 4% 2% 11% 26% 43% 55% 78% Switzerland G&A 0 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 % Margin 0% 4% 1% 1% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 2% 4% 5% 8% Sunovion Co-Promote 0 0 0 16 33 41 49 18 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 2% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Operating Income (EBIT) ($170) ($195) ($127) $11 $163 $270 $374 $517 $642 $744 $796 $846 $886 $930 $126 $34 $8 ($0) ($10) % Margin NA NA NA 3% 27% 36% 42% 50% 56% 60% 60% 61% 62% 64% 52% 32% 12% NA NA (-) Switzerland Taxes 0 0 0 (0) (6) (10) (14) (19) (25) (29) (31) (33) (34) (36) (5) (1) (0) 0 0 % Switzerland Statutory Tax Rate 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% 13% (-) U.S. Taxes 0 0 0 (1) (23) (39) (54) (73) (93) (109) (116) (123) (129) (136) (19) (5) (1) 0 0 % U.S. Statutory Tax Rate 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% 21% Depreciation 0 0 2 3 5 6 7 8 9 10 11 11 12 12 2 1 1 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% CapEx (1) (0) (2) (3) (5) (6) (7) (8) (9) (10) (11) (11) (12) (12) (2) (1) (1) (0) (0) % Margin (149%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) (1%) â^† in NWC (0) (3) (7) (11) (10) (7) (7) (7) (5) (5) (4) (3) (3) (1) 61 7 2 1 1 % of â^† in Sales 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% (+) Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 (+) ICI Reg. Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (+) Merck Sales Milestone Amort. 0 0 1 3 6 2 2 17 4 4 4 4 4 4 0 0 0 0 0 (-) ICI Sales Milestone Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (-) ICI Reg. Milestone Payment 0 0 0 (1) 0 0 (2) 0 0 0 0 0 0 0 0 0 0 0 0 Unlevered FCF ($170) ($197) ($132) $2 $130 $217 $300 $436 $524 $608 $650 $692 $725 $762 $164 $35 $8 $0 ($9) % Margin n/m n/m n/m 0% 21% 29% 34% 42% 46% 49% 49% 50% 50% 52% 67% 33% 13% 1% n/m EBITDA ($170) ($195) ($125) $14 $167 $276 $381 $525 $651 $754 $806 $857 $897 $942 $128 $34 $8 $0 ($9) % Margin n/m n/m n/m 4% 28% 37% 43% 51% 57% 61% 61% 62% 62% 64% 52% 33% 12% 0% n/m PV of PV of Terminal Value (TV) Equity Value Per Share With Discount Enterprise Value with TGR of: PV of Equity Value With TGR of: Rate Cash With TGR of: Net Cash NOLs TGR of: Flows (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) (30%) (20%) (10%) 8.5% $2,153 ($4) ($6) ($10) $2,108 $2,105 $2,101 $189 $41 $2,338 $2,336 $2,332 $25.02 $25.00 $24.95 10.0% 1,870 (3) (4) (7) = 1,829 1,827 1,824 + 189 + 38 = 2,056 2,055 2,052 22.05 22.03 22.00 11.5% 1,626 (2) (3) (5) 1,588 1,587 1,585 189 35 1,813 1,812 1,809 19.48 19.47 19.45 Source: Beta Management Forecast as of November 2020. 28 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Recent Biotech Follow-on Discounts: Market Caps between $100mm – $500mm ($ in millions) Pricing Date Issuer Deal Value Market Cap % of Mkt Cap File-to Offer Discount to Last Offer-to 1 Day Offer-to 1 Week Offer-to Current 10/22/20 Milestone Pharmaceuticals $52 $173 30.1% (25.0%) (25.0%) 14.3% —- 14.3% 10/21/20 Aptinyx 48 183 26.2% (30.2%) (23.1%) 6.0% —- 4.2% 10/20/20 BELLUS Health 40 140 28.6% (3.0%) (3.0%) 6.7% —- 8.9% 10/01/20 LogicBio Therapeutics 48 215 22.4% (33.9%) (33.9%) 3.3% 20.7% (6.0%) 09/30/20 Cardiff Oncology 88 332 26.5% (3.6%) (3.6%) 5.1% (4.7%) 5.4% 09/17/20 Humanigen 78 438 17.8% (14.1%) (18.3%) 13.5% 9.4% 52.4% 09/17/20 NuCana 81 176 46.1% (20.9%) (20.9%) 1.8% 8.9% 24.2% 09/16/20 89Bio 92 492 18.7% (23.8%) (4.1%) (11.1%) (13.1%) (12.8%) 09/16/20 Strongbridge Biopharma 26 152 17.1% (19.6%) (19.6%) (0.9%) (4.0%) (6.7%) 09/11/20 Spero Therapeutics 80 235 34.0% (21.9%) (10.1%) (0.9%) 0.0% 40.2% 09/01/20 Zosano Pharma 21 112 18.8% (19.9%) (19.6%) 17.2% 4.2% (66.7%) 08/27/20 Odonate Therapeutics 92 477 19.3% (18.3%) (4.0%) 25.5% 5.5% 15.9% 08/25/20 Ovid Therapeutics 50 364 13.8% 25.6% 25.6% (20.8%) (28.3%) (33.3%) 08/13/20 Equillium 38 156 24.4% (20.6%) (20.6%) 3.4% (2.3%) (16.6%) 08/04/20 Immunic 104 291 35.8% (18.2%) (7.4%) 0.2% 8.4% (5.4%) 07/30/20 Spectrum Pharmaceuticals 75 452 16.6% (22.7%) (22.7%) 3.3% 20.0% 13.3% 07/28/20 TCR2 Therapeutics 143 392 36.5% (5.4%) (4.8%) 16.0% 2.7% 34.8% 07/28/20 ESSA Pharma 49 130 37.8% (3.9%) (3.7%) 13.3% 12.5% 1.7% 07/22/20 CASI Pharmaceuticals 44 225 19.6% (14.8%) (14.8%) 0.0% 4.7% (6.8%) 07/16/20 Atreca 125 410 30.5% (13.1%) (13.1%) (6.9%) (6.1%) (9.3%) 07/16/20 INmune Bio 25 141 17.7% (23.4%) (23.4%) 7.3% 27.7% (17.6%) 07/15/20 Aptose Biosciences 55 477 11.5% (16.1%) (16.1%) 2.7% 1.9% (2.9%) 07/13/20 Osmotica Pharmaceuticals 33 455 7.3% (15.2%) (15.2%) (6.0%) (5.2%) (9.3%) 07/09/20 Otonomy 69 110 62.8% (8.7%) (8.7%) 18.5% 31.4% 16.6% 07/07/20 89Bio 84 456 18.4% (0.4%) (16.8%) 12.6% 13.2% (11.2%) 07/01/20 Chiasma 80 227 35.2% (25.7%) (25.7%) 16.3% 16.5% (3.0%) 06/29/20 Liquidia Technologies 75 303 24.8% (25.0%) (25.0%) 5.3% (1.5%) (43.2%) 06/25/20 Xeris Pharmaceuticals 23 102 22.5% (48.8%) 0.0% (7.7%) 2.6% 104.4% 06/24/20 Evelo Biosciences 52 130 40.1% (6.5%) (6.5%) 30.7% 32.0% 28.3% 06/24/20 Magenta Therapeutics 69 383 18.0% (17.3%) (17.3%) 3.9% (5.3%) (11.9%) 30 Transactions 75th Percentile: $80 $406 33.1% (9.8%) (5.2%) 13.5% 12.9% 15.5% Mean: 65 278 26.0% (16.5%) (13.4%) 5.7% 5.6% 3.4% Median: 62 231 23.4% (18.2%) (15.6%) 4.5% 4.2% (2.9%) 25th Percentile: 45 153 18.1% (23.2%) (20.8%) 0.1% (3.2%) (10.7%) Source: FactSet. 29 Note: Includes recent biotech follow-ons for companies with market caps of $100-500mm.


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P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Summary P&L Forecast – US OAB Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross OAB Revenue 1 75 343 806 920 1,203 1,397 1,554 1,659 1,741 1,775 1,828 1,865 1,883 283 99 44 24 13 % Growth n/m 359% 135% 14% 31% 16% 11% 7% 5% 2% 3% 2% 1% (85%) (65%) (55%) (45%) (45%) Net Revenue $1 $56 $193 $402 $457 $598 $695 $773 $825 $866 $883 $909 $927 $936 $140 $49 $22 $12 $7 % Growth n/m 247% 108% 14% 31% 16% 11% 7% 5% 2% 3% 2% 1% (85%) (65%) (55%) (45%) (45%) COGS 0 6 25 29 33 43 49 55 59 62 63 65 66 67 10 4 2 1 0 % Margin 0% 10% 13% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% Merck Royalty 0 6 19 42 48 65 76 86 93 99 101 105 107 108 14 5 2 1 1 Gross Profit $1 $45 $149 $331 $377 $491 $569 $631 $673 $706 $719 $740 $754 $762 $116 $41 $18 $10 $6 % Margin 90% 80% 77% 83% 82% 82% 82% 82% 82% 81% 81% 81% 81% 81% 83% 83% 83% 83% 83% R&D 64 54 41 42 42 32 23 14 14 14 14 13 12 11 10 9 8 7 5 % Margin n/m 97% 21% 11% 9% 5% 3% 2% 2% 2% 2% 1% 1% 1% 7% 18% 34% 54% 81% S&M 62 127 162 177 185 220 228 223 204 177 133 137 140 142 21 7 3 2 1 % Margin n/m 227% 84% 44% 40% 37% 33% 29% 25% 20% 15% 15% 15% 15% 15% 15% 15% 15% 15% Co-Promote 0 0 0 15 24 32 39 38 0 0 0 0 0 0 0 0 0 0 0 % Margin 0% 0% 0% 4% 5% 5% 6% 5% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($126) ($136) ($55) $97 $126 $207 $279 $355 $455 $514 $572 $590 $602 $609 $85 $25 $7 $2 ($1) % Margin n/m n/m n/m 24% 28% 35% 40% 46% 55% 59% 65% 65% 65% 65% 61% 50% 33% 14% n/m D&A 0 0 2 3 4 5 6 6 7 7 7 7 7 7 1 0 0 0 0 % Margin 52% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($126) ($136) ($54) $100 $130 $212 $284 $362 $462 $521 $579 $597 $610 $616 $86 $25 $8 $2 ($1) % Margin n/m n/m n/m 25% 28% 35% 41% 47% 56% 60% 66% 66% 66% 66% 62% 51% 34% 15% n/m Memo: Cumulative PoS: 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Merck Reg. Milestone Amort. 0 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 0 0 0 Merck Sales Milestone Amort. 0 0 1 3 1 1 10 3 3 3 3 3 3 3 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 30 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Special Committee Case Summary P&L Forecast – US BPH Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross BPH Revenue 0 0 0 7 25 46 68 88 100 106 112 121 129 136 20 7 3 2 1 % Growth n/m n/m n/m 253% 81% 48% 29% 14% 6% 6% 8% 7% 6% (85%) (65%) (55%) (45%) (45%) Net Revenue $0 $0 $0 $4 $13 $23 $34 $44 $50 $53 $56 $60 $64 $68 $10 $4 $2 $1 $0 % Growth n/m n/m n/m 252% 81% 48% 29% 14% 6% 6% 8% 7% 6% (85%) (65%) (55%) (45%) (45%) COGS 0 0 0 0 1 2 2 3 4 4 4 4 5 5 1 0 0 0 0 % Margin n/m n/m n/m 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% 7% Merck Royalty 0 0 0 0 1 2 3 4 4 5 5 6 6 6 1 0 0 0 0 Gross Profit $0 $0 $0 $3 $11 $19 $28 $37 $42 $44 $47 $50 $54 $57 $9 $3 $1 $1 $0 % Margin n/m n/m n/m 85% 85% 84% 84% 84% 84% 84% 84% 84% 84% 84% 85% 85% 85% 85% 85% R&D 4 3 2 2 2 2 1 1 1 1 1 1 1 1 0 0 0 0 0 % Margin n/m n/m n/m 59% 16% 7% 3% 2% 1% 1% 1% 1% 1% 1% 5% 12% 24% 37% 56% S&M 0 0 0 9 9 11 11 11 10 9 7 7 7 7 1 0 0 0 0 % Margin n/m n/m n/m 248% 73% 48% 34% 25% 20% 17% 12% 11% 11% 10% 10% 10% 10% 10% 10% Co-Promote 0 0 0 1 1 2 2 2 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m 21% 10% 7% 6% 4% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($4) ($3) ($2) ($9) ($2) $5 $14 $23 $31 $35 $39 $43 $46 $49 $7 $2 $1 $0 $0 % Margin n/m n/m n/m n/m n/m 22% 41% 53% 62% 66% 71% 71% 72% 72% 70% 62% 51% 38% 19% D&A 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 % Margin n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($4) ($3) ($2) ($9) ($2) $5 $14 $23 $31 $35 $40 $43 $47 $50 $7 $2 $1 $0 $0 % Margin n/m n/m n/m n/m n/m 23% 42% 53% 63% 67% 72% 72% 73% 73% 71% 63% 52% 39% 20% Memo: Cumulative PoS: 100% 100% 100% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% Merck Sales Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 31 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Summary P&L Forecast – US IBS Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross IBS Revenue 0 0 0 0 0 0 7 35 66 101 139 182 221 234 35 12 6 3 2 % Growth n/m n/m n/m n/m n/m n/m 412% 90% 53% 38% 31% 21% 6% (85%) (65%) (55%) (45%) (45%) Net Revenue $0 $0 $0 $0 $0 $0 $4 $21 $40 $60 $84 $109 $132 $140 $21 $7 $3 $2 $1 % Growth n/m n/m n/m n/m n/m n/m 412% 90% 53% 38% 31% 21% 6% (85%) (65%) (55%) (45%) (45%) COGS 0 0 0 0 0 0 0 1 2 3 4 6 7 7 1 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 6% 6% 6% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% Merck Royalty 0 0 0 0 0 0 0 2 4 7 10 13 15 16 2 1 0 0 0 Gross Profit $0 $0 $0 $0 $0 $0 $3 $17 $33 $50 $70 $91 $110 $116 $18 $6 $3 $2 $1 % Margin n/m n/m n/m n/m n/m n/m 83% 83% 83% 83% 83% 83% 83% 83% 85% 85% 85% 85% 85% R&D 4 7 19 17 6 2 1 3 1 1 1 1 1 1 1 1 1 0 0 % Margin n/m n/m n/m n/m n/m n/m 31% 13% 3% 2% 1% 1% 1% 1% 3% 8% 16% 25% 38% S&M 0 0 0 0 0 1 7 25 27 29 30 28 27 25 4 1 1 0 0 % Margin n/m n/m n/m n/m n/m n/m 173% 120% 68% 48% 36% 26% 20% 18% 18% 18% 18% 18% 18% Co-Promote 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EBIT ($4) ($7) ($19) ($17) ($7) ($3) ($5) ($10) $5 $20 $39 $62 $82 $90 $13 $4 $2 $1 $0 % Margin n/m n/m n/m n/m n/m n/m n/m n/m 12% 34% 46% 56% 62% 64% 63% 58% 50% 41% 28% D&A 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($4) ($7) ($19) ($17) ($7) ($3) ($5) ($10) $5 $21 $39 $63 $83 $92 $13 $4 $2 $1 $0 % Margin n/m n/m n/m n/m n/m n/m n/m n/m 13% 34% 47% 57% 63% 65% 64% 59% 51% 42% 29% Memo: Cumulative PoS: 100% 44% 44% 31% 31% 24% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% Merck Sales Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 32 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Summary P&L Forecast – US 902 Probability Adjusted ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E 2038E Gross 902 Revenue 0 0 0 0 0 0 0 8 18 22 24 26 28 29 29 30 31 32 26 % Growth n/m n/m n/m n/m n/m n/m n/m 122% 21% 10% 8% 5% 3% 3% 3% 3% 3% (20%) Net Revenue $0 $0 $0 $0 $0 $0 $0 $8 $18 $22 $24 $26 $28 $29 $29 $30 $31 $32 $26 % Growth n/m n/m n/m n/m n/m n/m n/m 122% 21% 10% 8% 5% 3% 3% 3% 3% 3% (20%) COGS 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 1 % Margin n/m n/m n/m n/m n/m n/m n/m 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% ICI Royalty 0 0 0 0 0 0 0 1 1 2 2 3 3 4 4 4 4 4 3 Gross Profit $0 $0 $0 $0 $0 $0 ($0) $7 $17 $20 $21 $23 $23 $23 $24 $25 $26 $27 $21 % Margin n/m n/m n/m n/m n/m n/m n/m 90% 91% 89% 87% 86% 84% 82% 82% 82% 82% 83% 83% R&D 8 8 9 16 12 5 1 1 1 1 1 1 1 1 1 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m n/m 9% 4% 3% 3% 3% 2% 2% 2% 2% 1% 1% 1% S&M 0 0 0 0 0 0 1 2 3 3 3 3 3 2 2 2 1 1 1 % Margin n/m n/m n/m n/m n/m n/m n/m 27% 18% 15% 14% 13% 11% 6% 6% 5% 4% 4% 3% G&A (2) (2) (3) (5) (4) (1) (1) 1 4 5 5 5 6 6 7 7 7 8 6 % Margin n/m n/m n/m n/m n/m n/m n/m 15% 20% 21% 21% 21% 21% 22% 22% 22% 23% 23% 24% EBIT ($8) ($8) ($9) ($16) ($12) ($5) ($2) $4 $12 $16 $17 $19 $20 $21 $22 $23 $24 $25 $20 % Margin n/m n/m n/m n/m n/m n/m n/m 53% 68% 71% 71% 70% 70% 73% 74% 76% 76% 78% 79% D&A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 % Margin n/m n/m n/m n/m n/m n/m n/m 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% EBITDA ($8) ($8) ($9) ($16) ($12) ($5) ($2) $4 $13 $16 $17 $19 $20 $21 $22 $23 $24 $25 $20 % Margin n/m n/m n/m n/m n/m n/m n/m 54% 69% 71% 71% 71% 71% 74% 75% 76% 77% 79% 80% Memo: Cumulative PoS: 100% 100% 27% 27% 20% 20% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% 15% ICI Regulatory Milestone Amort. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Source: Beta Special Committee Forecast as of November 2020. 33 Note: Fiscal year ends March 31st.


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P R O J E C T S A L A M A N D E R A P P E N D I X Pre-Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction 2 Ann. Date Acquiror Target Value 2 52-Week Nam cation Stage of Development Unaffected 30-Day High 5-Oct-20 $2.8 Acora TTR Phase III 41% 79% 12% 19-Aug-20 6.3 Nipocalimab wAIHA, HDFN, MG Phase III 70% 54% 34% 3 17-Aug-20 Rilzabrutini Pemphigus Phase III 35% 59% 35% 2-Mar-20 4 Magrolima S, AML, DLBCL Phase Ib 96% 146% 92% 9-Dec-19 2.3 THOR-707 Solid Tumors Phase III 172% 368% 172% 9-Dec-19 ARQ 531 l Malignancies Phase II 107% 150% 68% 3-Dec-19 2.6 AT132 X-Linked Myotubular Myopathy Filing 110% 106% 46% 5 24-Nov-19 9.3 Inclisira SCVD / FH Filed 45% 49% 45% 16-Oct-19 Danicopan (AC PNH Phase II 73% 60% 31% 10-Oct-19 2.3 Zilucopla / IMNM / ALS Phase III 112% 91% 33% 16-Sep-19 Eptinezumab Migraine Filed 79% 89% (1%) 4-Mar-19 0.7 NSR-REP1 oroideremia (CHM) Phase III 68% 98% (8%) 8 25-Feb-19 1.1 Palovarotene FOP / MO Filed 67% 82% 28% 25-Feb-19 SPK-801 Hem A Phase III 122% 170% 24% 18-Oct-18 Lu-PSMA-6 MA+ mCRPC Phase III 54% 37% 20% Pancreatic, NSCLC, RCC, Other 10-May-18 5 AM0010 Phase III 68% 45% (8%) Solid Tumors 11-Apr-18 8 WTX101 Wilson Disease Phase III 70% 59% 54% 9-Apr-18 0 AVXS-101 SMA Type 1 BLA-ready 88% 65% 59% 31-Jan-18 Tucatinib HER2+ Breast Cancer Phase II 69% 170% 69% 6 29-Jan-18 Caplacizu aTTP Filed 112% 135% 112% 7 22-Jan-18 9.7 JCAR017 Various blood cancers Phase II 91% 95% 38% 9 5-Jan-18 0.6 Cx601 Crohn’s disease Filed 81% 91% 69% = Acquiror previously had material stake in target 75th Percentile: 104% 128% 66% Mean: 83% 105% 47% Median: 76% 90% 37% Source: Company filings, EvaluatePharma and FactSet. 25th Percentile: 68% 59% 25% Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Alexion/Achillion, Lundbeck/Alder, and Ipsen/Clementia. 2 Premium to 1-day unaffected price. 3 Sanofi/Principia statistics based on unaffected date of July 15, 2019 based on release of rumors first reported on July 16, 2019. 4 Gilead/FortySeven Company statistics based on unaffected date of February 27, 2020 based on release of rumors first reported on February 28, 2020. 5 Novartis/Medicines Company statistics based on unaffected date of November 18, 2019 based on release of rumors first reported on November 19, 2019. 6 Sanofi/Ablynx statistics based on unaffected date of January 5, 2018 based on news that Ablynx rejected a bid from Novo Nordisk released on January 8, 2018. 34 7 Celgene/Juno statistics based on unaffected date of January 16, 2018 based on release of rumors first reported on January 17, 2018. 8 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019.


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P R O J E C T S A L A M A N D E R A P P E N D I X Commercial Biopharma Premia Analysis – Since 2018 ($ in billions) Lead Product(s) Premia1 Transaction Ann. Date Acquiror Target Stage of 2 52-Week Name Indication Unaffected 30-Day Development High Dupuytren’s contracture and Peyronie’s 19-Oct-20 XIAFLEX Marketed 45% 60% 30% disease Pre-term Birth Prevention + Iron 1-Oct-20 Makena + Feraheme Marketed 46% 33% 3% Deficiency Anemia 13-Sep-20 19.9 Trodelvy Various Cancers Marketed 108% 117% 97% 31-Aug-20 Palforzia Food Allergy Approved 174% 150% (6%) 31-Aug-20 .5 TEGSEDI Hereditary ATTR Amyloidosis Marketed 59% 56% (19%) 5-May-20 4 Andexxa Haemorrhagic Conditions Marketed 132% 179% (51%) Blastic Plasmacytoid Dendritic Cell 4-May-20 5 ELZONRIS Marketed 142% 158% (35%) Neoplasm (BPDCN) QBREXZA / 10-Jan-20 8 PAH / Atopic Dermatitis Approved / Phase III 138% 168% 27% Lebrikizumab 30-Sep-19 0.8 Doptelet Chronic ITP Marketed 36% 81% 30% 17-Jun-19 11.3 Braftovi + Mektovi Metastatic Melanoma Marketed 62% 116% 62% 7-Jan-19 Vitrakvi (LOXO-101) Solid Tumors Marketed 68% 76% 24% 12-Dec-18 0.3 Trulance CIC / IBS-C Marketed 138% 126% (69%) 4 3-Dec-18 4.9 Zejula (Niraparib) Ovarian Cancer Marketed 182% 73% (15%) 22-Jan-18 3 Eloctate Hemophilia A Marketed 64% 95% 64% = Acquiror previously had material stake in target 75th Percentile: 138% 144% 30% Mean: 100% 106% 10% Median: 88% 106% 13% 25th Percentile: 60% 74% (18%) Source: Company filings, EvaluatePharma, FactSet. Notes: Based on pre-commercial public biopharma transactions over $500m in transaction value. 35 1 Based on total transaction value. Premia calculations exclude CVRs which are present in Menarini/Stemline and SOBI/Dova. 2 Premium to 1-day unaffected price. 3 Lilly/Dermira statistics based on unaffected date of December 6, 2019, due to significant price appreciation without notable news or catalysts. 4 GSK/Tesaro statistics based on unaffected date of November 15, 2018, 2019 based on release of rumors first reported on November 16, 2018.


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P R O J E C T S A L A M A N D E R A P P E N D I X Illustrative WACC Analysis ($ in millions) WACC Analysis Memo Bloomberg Local Barra Predicted Capital Structure Bloomberg Global Adjusted Beta Barra Predicted World Beta Adjusted Beta Local Beta Company Market Value Debt / Debt / Levered Unlevered Levered Unlevered Unlevered Unlevered Cap. Equity Beta Beta Beta Beta Beta Beta Aurinia $1,742 1% 1% 0.92 0.91 0.91 0.90 0.86 0.69 Zogenix 1,166 20% 24% 0.90 0.75 1.23 1.04 0.71 0.91 Rhythm 1,053 0% 0% 0.92 0.92 1.16 1.16 0.86 1.03 BioCryst 817 10% 12% 0.95 0.87 1.32 1.21 0.80 1.06 Esperion 782 0% 0% 1.04 1.04 1.30 1.30 0.99 1.14 Kadmon 621 0% 0% 1.16 1.15 1.26 1.25 1.03 1.11 Ardelyx 522 9% 10% 0.94 0.87 0.95 0.89 0.81 0.80 Eiger 340 8% 9% 1.53 1.42 1.65 1.54 1.35 1.34 75th Percentile: 9% 10% 1.07 1.07 1.31 1.26 1.00 1.12 Median: 5% 5% 0.94 0.92 1.25 1.19 0.86 1.05 Mean: 6% 7% 1.04 0.99 1.22 1.16 0.92 1.01 25th Percentile: 0% 0% 0.92 0.87 1.11 1.00 0.81 0.88 Beta $268 44% 78% 1.22 0.74 1.26 0.77 0.71 0.68 Sensitivity Analysis Sensitivity Range Implied Cost of Equity Implied WACC Note: Using 0.77 Assumptions Low High Low High Low High Company unlevered Unlevered Beta1 1.19 0.89 1.54 8.1% 12.8% 8.1% 12.8% beta produces a Target Debt/Capitalization 0.0% 0% 44% 10.2% 15.6% 10.2% 9.9% WACC of 7.3% Target Debt/Equity 0.0% Levering Factor2 1.00 Levered Beta 1.19 Marginal Tax Rate3 18.6% Risk-Free Rate of Return4 1.7% Equity Risk Premium5 7.2% Cost of Equity6 10.2% Sensitivity row 7 N/A assumes 43% Pre-Tax Cost of Debt 3.3% 8.4% 15.6% 15.6% 9.9% 11.8% 8 (current) target debt / WACC 10.2% capitalization Source: Company filings, Barra Beta, Bloomberg, and FactSet. Note: Market data as of November 11, 2020. 1 Unlevered Beta = Levered Beta / [1 + (1—Tax Rate)(Debt/Equity)]. 2 Levering Factor = (1 + (1 – Tax Rate) * (Target Debt/Equity)). 3 Assumes that 70% of Beta EBIT is taxed at 21% (U.S. rate) and 30% is taxed at 13.04% (Swiss rate). 4 Represents 30-year U.S. Treasury yield. 36 5 Represents large company stock total returns minus long-term government bond income returns, per Duff & Phelps, 2020 Valuation Handbook. 6 Cost of Equity = (Risk-Free Rate of Return) + (Unlevered Beta)(Equity Risk Premium). 7 Median cost of debt for comparable companies. 8 Weighted Average Cost of Capital = (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap).


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P R O J E C T S A L A M A N D E R A P P E N D I X Global Barra Beta Evolution Analysis Global Barra Beta Evolution1 2-Year Global Barra Beta Statistics 2.00 1.95 1.75 1.60 1.65 1.60 1.50 1.54 1.50 1.30 1.38 1.44 1.25 1.36 1.37 1.24 1.31 1.23 1.00 0.97 1.13 1.12 1.12 1.05 0.75 0.97 0.93 0.89 0.79 0.80 0.81 0.50 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Peer Median Peer Low Peer High Beta 2-Year Average Average One-Year Two-Year LTM High – LTM Low Ardelyx 1.27 1.50 Ardelyx Aurinia Biocryst Eiger Esperion Kadmon Rhythm Zogenix Beta Median Aurinia 1.08 1.08 Biocryst 1.37 1.23 Eiger 1.38 1.30 High 1.95 1.36 1.54 1.65 1.38 1.50 1.37 1.31 1.60 1.44 Esperion 1.26 1.25 Kadmon 1.23 1.30 Median 1.59 1.06 1.31 1.24 1.26 1.27 1.22 1.10 1.32 1.25 Rhythm 1.04 1.14 Zogenix 1.08 1.08 Low 0.97 0.89 0.79 1.13 1.12 1.12 0.80 0.81 1.05 0.93 Beta 1.20 1.30 Peer Summary One-Year Two-Year Current 0.95 0.91 1.32 1.65 1.30 1.26 1.16 1.23 1.26 1.25 Average 1.21 1.24 Median 1.23 1.23 Source: Barra Beta. 37 1 Beta is excluded from the peer calculations.


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P R O J E C T S A L A M A N D E R A P P E N D I X Explanation of Cost of Debt Analysis ($ in millions) LIBOR Compared to Floating-to-Fixed Swap Rates Company Amount Issued Maturity Fixed Rate 2.00% 3 $50 2018 2022 7.45% LIBOR Forward 1.60% Rates1 1.20% 2 Swap Rates 4 100 2019 2023 8.00% 10-Year: 0.99% 0.80% 7-Year: 0.76% 5-Year: 0.54% 5 0.40% 25 2016 2024 6.41% 0.00% 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Median 7.45% Average 7.29% In February 2019, Beta entered into a secured debt financing agreement with Hercules Capital for $100mm with a variable interest rate equal to the greater of: (i) 10.15% or (ii) the lesser of (x) the prime rate reported in the WSJ plus 4.65% and (y) 12.15%. This term loan facility was refinanced in connection with the Salamander credit facility being put in place. Source: Bloomberg and Company Filings. 1 Market data as of November 11, 2020. 2 Swap rates are floating to fixed rate swap on LIBOR as of November 11, 2020. 38 3 Floating per annum rate equal to 7.45% plus the one-month LIBOR. 4 Variable interest rate of LIBOR plus 8%. 5 Floating rate per annum equal to the greater of the 30-day U.S. Dollar LIBOR reported in the Wall Street Journal plus 6.41% or 6.95%


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P R O J E C T S A L A M A N D E R A AP PP PE EN ND DIIX X Benchmarking Analysis: Probability of Approval by Phase Although there are many studies investigating probability of technical and regulatory success (PTRS), there is no one accepted benchmark. The chart below presents a range of calculated probabilities based on historical drug approvals from a given phase of development Gastroenterology All Drugs Phase BIO Nature Tufts BIO MIT 3 1 2 3 4 Median (2016) (2014) (2014) (2016) (2018) Phase I 15.1% 10.4% 11.8% 9.6% 13.8% 11.1% Phase II 20.0% 16.2% 19.9% 15.3% 35.1% 18.0% Phase III 55.9% 50.0% 56.0% 49.6% 59.0% 53.0% NDA 86.0% 83.2% 90.4% 85.3%—85.3% Filing 1 Nature Reviews: Hay, M. and Thomas, Craighead, L., et al. Clinical Development Success Rates for Investigational Drugs, 2014. 39 2 Tufts: DiMasi, J. et al., Innovation in the Pharmaceutical Industry: New Estimates of R&D Costs, 2014. 3 BIO, BioMedTracker, Amplion: Clinical Development Success Rates 2006-2015, 2016. 4 MIT: Wong, C. et al., Estimation of Clinical Trial Success Rates and Related Parameters, January 2018.


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P R O J E C T S A L A M A N D E R A AP PP PE EN ND DIIX X Benchmarking Analysis: LOE Curve ($ in millions) The chart below presents the average year-over-year U.S. revenue decline for Vesicare and Detrol LA with LOEs of 2019 and 2014, respectively U.S. Revenue Year-over-Year % Change LOE-2 LOE-1 LOE LOE+1 LOE+2 LOE+3 LOE+4 LOE+5 Vesicare (24%) (8%) (86%) (49%) (37%) (19%) (14%) (7%) Detrol LA (13%) (23%) (86%) (83%) (74%) (76%) (100%) N/A Average (18%) (15%) (86%) (66%) (56%) (47%) (57%) (7%) U.S. Revenue LOE-2 LOE-1 LOE LOE+1 LOE+2 LOE+3 LOE+4 LOE+5 Vesicare $373 $343 $50 $25 $16 $13 $11 $11 Detrol LA 486 375 54 9 2 1 0 0 Source: EvaluatePharma. 40